2023-01-30ABFYE_12_31_PRO
Statement
of Additional Information
May 1,
2023
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Tickers |
Share
Class |
A |
C |
Y |
R6 |
R5 |
Investor |
American
Beacon AHL Managed Futures Strategy Fund |
AHLAX |
AHLCX |
AHLYX |
|
AHLIX |
AHLPX |
American
Beacon AHL TargetRisk Fund |
AHTAX |
AHACX |
AHTYX |
|
AHTIX |
AHTPX |
American
Beacon AHL TargetRisk Core Fund |
AAHAX |
AAECX |
AABYX |
AHTRX |
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The
American Beacon AHL TargetRisk Core Fund is expected to be liquidated and
terminated on or about July 7, 2023. Effective March 15, 2023,
the American Beacon AHL TargetRisk Core Fund was closed to new shareholders. For
more information, please see “Fund Summary — American Beacon AHL TargetRisk
Core
Fund — Purchase and Sale of Fund Shares” and “About Your Investment —
Liquidation and Termination of the American Beacon AHL
TargetRisk Core Fund” in the Prospectus dated May 1, 2023.
This
Statement of Additional Information (“SAI”) should be read in conjunction with
the prospectus dated May 1, 2023 (the
“Prospectus”) for the American
Beacon AHL Managed Futures Strategy Fund, American Beacon AHL TargetRisk Fund,
and American Beacon AHL TargetRisk Core Fund (each
individually a “Fund,” and
collectively, the
“Funds”), each a separate series of the
American
Beacon Funds, a Massachusetts business trust. Copies of
the Prospectus may be obtained without charge by calling 1-800-658-5811.
You also may obtain copies of the Prospectus without charge by visiting
the Funds’ website at www.americanbeaconfunds.com. This SAI is incorporated by
reference into the Funds’ Prospectus. In other words, it is legally a
part of the Prospectus. This SAI is not a prospectus and is authorized for
distribution to prospective investors only if preceded or accompanied
by the
current Prospectus. Capitalized terms in this SAI have the same
definition as in the Prospectus, unless otherwise defined. Capitalized
terms that are
not otherwise defined in this SAI or the Prospectus are defined in Appendix
B.
Table
of Contents
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A-1 |
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B-1 |
ORGANIZATION
AND HISTORY OF THE FUNDS
Each Fund
is a separate series of the American Beacon Funds (the “Trust”), an open-end
management investment company organized as a Massachusetts
business trust on January 16, 1987. Each Fund constitutes a separate investment
portfolio with a distinct investment objective and distinct
purpose and strategy. Each Fund is “non-diversified” as that term is defined by
the Investment Company Act of 1940, as amended (the “Investment
Company Act”). The Funds are comprised of multiple classes of shares designed to
meet the needs of different groups of investors. This SAI relates
to the A Class, C Class, Y Class, R5 Class, R6 Class, and Investor Class shares
of the Funds. Prior to February 28, 2020, the R5 Class shares were known
as the Institutional Class shares.
NON-DIVERSIFIED
STATUS
As noted
above, the Funds are “non-diversified” under the Investment Company Act, which
means that each Fund may invest a greater portion of its assets in a
more limited number of issuers than a diversified fund. An investment in a Fund
may present greater risk to an investor than an investment in a
diversified portfolio because changes in the financial condition or market
assessment of a single issuer, or the effects of a single economic, political
or
regulatory event, may cause greater fluctuations in the value of its shares.
Although each of those Funds is non-diversified under the Investment
Company
Act, it is subject to the diversification rules of the Internal Revenue Code
that apply to all regulated investment companies. These rules provide
that, among the requirements to maintain the favorable tax treatment applicable
to RICs, a Fund may not acquire a security if, as a result, with respect to
50% of the value of its total assets, more than 5% of that value would be
invested in the securities of a single issuer or more than 10% of the
outstanding voting securities of an issuer would be held by a Fund. With respect
to the remaining 50% of its total asset value, a Fund is limited to holding no
more than 25% of that value in the securities of any one issuer, the securities
of any two or more issuers that a Fund controls (by owning 20% or more
of their voting power) and that are determined to be engaged in the same,
similar or related trades or businesses, or the securities of one or more
“qualified publicly traded partnerships”. These limits apply only as of the end
of each quarter of a Fund’s taxable (fiscal) year and do not apply to
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, or issued by other RICs.
ADDITIONAL
INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS
The
investment objectives and
principal investment strategies and risks of each Fund are described in the
Prospectus. This section contains additional information
about the Funds’ investment policies and risks and types of investments a Fund
may purchase. The composition of a Fund’s portfolio and the
strategies that a Fund may use in selecting investments may vary over time. A
Fund is not required to use all of the investment strategies described
below in
pursuing its investment objectives. It may
use some of the investment strategies only at some times or it may not use them
at all. Investors should
carefully consider their own investment goals and risk tolerance before
investing in a Fund. In the following table, Funds with an “X” in a particular
strategy/risk are more likely to use or be subject to that strategy/risk than
those without an “X”.
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Strategy/Risk |
American
Beacon AHL
Managed Futures
Strategy Fund |
American
Beacon AHL
TargetRisk Fund |
American
Beacon AHL
TargetRisk Core
Fund |
Borrowing
Risk |
X |
X |
X |
Cash
Equivalents and Other Short-Term Investments |
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
Commodity
Instruments |
X |
X |
|
Cover
and Asset Segregation |
X |
X |
X |
Currencies
Risk |
X |
X |
X |
Cybersecurity
and Operational Risk |
X |
X |
X |
Derivatives |
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
|
X |
X |
X |
•
Non-Deliverable Currency Forwards |
X |
X |
X |
|
|
| |
Strategy/Risk |
American
Beacon AHL
Managed Futures
Strategy Fund |
American
Beacon AHL
TargetRisk Fund |
American
Beacon AHL
TargetRisk Core
Fund |
|
X |
X |
X |
•
Commodity Futures Contracts Risk |
X |
X |
X |
•
Futures Contracts on Security Indices |
X |
X |
X |
|
X |
|
|
|
X |
X |
X |
•
Credit Default Swaps |
X |
X |
|
•
Currency Swaps |
X |
X |
X |
•
Equity Swaps |
X |
|
|
•
Interest Rate and Inflation Swaps |
X |
X |
X |
•
Total Return Swaps |
X |
X |
X |
Expense
Risk |
X |
X |
X |
Fixed-Income
Investments |
X |
X |
X |
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|
X |
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|
X |
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Foreign
Debt Securities |
X |
X |
X |
Foreign
Securities |
X |
X |
X |
|
|
X |
X |
|
X |
X |
X |
|
X |
X |
X |
Illiquid
and Restricted Securities |
X |
X |
X |
Inflation-Indexed
Securities |
X |
X |
X |
Interfund
Lending |
X |
X |
X |
Issuer
Risk |
X |
X |
X |
Leverage
Risk |
X |
X |
X |
Model
and Data Risk |
X |
X |
X |
Other
Investment Company Securities and Exchange-Traded Products |
X |
X |
X |
|
X |
X |
X |
Quantitative
Strategy Risk |
X |
X |
X |
Repurchase
Agreements |
X |
X |
X |
Reverse
Repurchase Agreements |
X |
X |
X |
Separately
Traded Registered Interest and Principal Securities and Other Zero-Coupon
Obligations |
X |
X |
X |
Sovereign
and Quasi-Sovereign Government and Supranational Debt |
X |
X |
X |
Time-Zone
Arbitrage |
X |
X |
X |
U.S.
Government Agency Securities |
X |
X |
X |
U.S.
Treasury Obligations |
X |
X |
X |
Valuation
Risk |
X |
X |
X |
When-Issued
and Forward Commitment Transactions |
|
X |
X |
Borrowing
Risk — A
Fund may borrow money in an amount up to one-third of its total assets
(including the amount borrowed) from banks and other financial
institutions. A Fund may borrow for temporary purposes or to
facilitate short sales. Borrowing
may exaggerate changes in a Fund’s NAV and in its total
return. Interest expense and other fees associated with borrowing may impact a
Fund’s expenses and reduce its returns. (See “Cover
and Asset Segregation”
disclosure below.)
Cash
Equivalents and Other Short-Term Investments —
Cash equivalents and other short-term investments in which a Fund may invest
include the
investments set forth below. Certain of
these investments are issued by and provide exposure to banks. The activities of
U.S. banks and most foreign
banks are subject to comprehensive regulations. The enactment of new legislation
or regulations, as well as changes in interpretation and
enforcement
of current laws, may affect the manner of operations and profitability of
domestic and foreign banks. Significant developments in the U.S. banking
industry have included increased competition from other types of financial
institutions, increased acquisition activity and geographic expansion.
Banks may be particularly susceptible to certain economic factors, such as
interest rate changes and adverse developments in the market for real
estate. Fiscal and monetary policy and general economic cycles can affect the
availability and cost of funds, loan demand and asset quality and thereby
impact the earnings and financial conditions of banks.
■ |
Bank
Deposit Notes. Bank
deposit notes are obligations of a bank that provide an alternative to
certificates of deposit. Similar to certificates of deposit,
deposit notes represent bank level investment and, therefore, are senior
to all holding company corporate debt. Bank deposit notes rank
junior
to domestic deposit liabilities of the bank and pari passu with other
senior, unsecured obligations of the bank. Typically, bank deposit notes
are not
insured by the Federal Deposit Insurance Corporation or any other
insurer. |
■ |
Bankers’
Acceptances.
Bankers’ acceptances are short-term credit instruments designed to enable
businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by
an exporter or an importer to obtain a stated amount of funds to
pay for specific merchandise. The draft is then “accepted” by a bank that,
in effect, unconditionally guarantees to pay the face value of the
instrument
on its maturity date. The acceptance may then be held by the accepting
bank as an earning asset or it may be sold in the secondary market
at the going rate of discount for a specific maturity. Most acceptances
have maturities of six months or less. Bankers’ acceptances rank junior
to
domestic deposit liabilities of the bank and pari passu with other senior,
unsecured obligations of the bank.
|
■ |
Bearer
Deposit
Notes.
Bearer deposit notes, or bearer bonds, are bonds or debt securities that
entitle the holder of the document to ownership or title
in the deposit. Such notes are typically unregistered, and whoever
physically holds the bond is presumed to be the owner of the instrument.
Recovery
of the value of a bearer bond in the event of its loss or destruction
usually is impossible. Interest is typically paid upon presentment of an
interest
coupon for payment. |
■ |
CDs. CDs
are negotiable certificates issued against funds deposited in an eligible
bank (including its domestic and foreign branches, subsidiaries and
agencies)
for a definite period of time and earning a specified rate of return. U.S.
dollar denominated CDs issued by banks abroad are known as Eurodollar
CDs. CDs issued by foreign branches of U.S. banks are known as Yankee
CDs. |
■ |
Commercial
Paper.
Commercial paper is a short-term debt security issued by a corporation,
bank, municipality, or other issuer, usually for purposes such
as financing current operations. A Fund may invest in commercial paper
that cannot be resold to the public without an effective registration
statement
under the Securities Act. While some restricted commercial paper normally
is deemed illiquid, in certain cases it may be deemed
liquid. |
■ |
Government
Money Market Funds. A
Fund may invest cash balances in money market funds that are registered as
investment companies under the
Investment Company Act, including money market funds that are advised by
the Manager. Money market funds invest in highly-liquid, short-term
instruments, which include cash and cash equivalents, and debt securities
with high credit ratings and short-term maturities, such as U.S.
Treasuries.
A
“government money market fund” is required to invest at least 99.5% of its
total assets in cash, U.S. government securities, and/or repurchase
agreements that are fully collateralized by government securities or cash.
Government securities include any security issued or guaranteed
as to principal or interest by the U.S. government and its agencies or
instrumentalities. By investing in a money market fund, a Fund
becomes
a shareholder of that money market fund. As a result, Fund shareholders
indirectly bear
their proportionate share of the expenses of the money
market funds in which a Fund invests in
addition to any fees and expenses Fund shareholders directly bear in
connection with a Fund’s own operations.
These expenses may include, for example, advisory and administrative fees,
including advisory fees charged by the Manager to any applicable
money market funds advised by the Manager. These
other fees and expenses are reflected in the Fees and Expenses Table for a
Fund in its Prospectus,
if applicable. Shareholders
also would be exposed to the risks associated with money market funds and
the portfolio investments of such money
market funds, including that a money market fund’s yield will be lower
than the return that a Fund would have derived from other investments
that would provide liquidity. Although a money market fund is designed to
be a relatively low risk investment, it is not free of risk. Despite
the short maturities and high credit quality of a money market fund’s
investments, increases in interest rates and deteriorations in the credit
quality
of the instruments the money market fund has purchased can cause the price
of a money market security to decrease and may reduce the money
market fund’s yield. In addition, a money market fund is subject to the
risk that the value of an investment may be eroded over time by
inflation.
Factors that could adversely affect the value of a money market fund’s
shares include, among other things, a sharp rise in interest rates, an
illiquid
market for the securities held by the money market fund, a high volume of
redemption activity in a money market fund’s shares, and a credit
event
or credit rating downgrade affecting one or more of the issuers of
securities held by the money market fund. There can be no assurance that a
money
market fund will maintain a $1.00 per share net asset value (“NAV”) at all
times. The
failure of an unrelated money market fund to maintain a
stable NAV could create a widespread risk of increased redemption
pressures on all money market funds, potentially jeopardizing the
stability of their
NAVs. Certain money market funds have in the past failed to maintain
stable NAVs, and there can be no assurance that such failures and
resulting
redemption pressures will not impact money market funds in the future.
Certain money market funds may impose a fee upon sale of shares
or
may temporarily suspend the ability to sell shares of the money market
fund if the money market fund’s liquidity falls below required minimums
because
of market conditions or other factors, at the determination of the money
market fund’s board. Such a determination may conflict with the
interest
of a Fund. Government money market funds are generally not permitted to
impose liquidity fees or temporarily suspend redemptions. However,
government money market funds typically offer materially lower yields than
other money market funds. Money market funds and the securities
they invest in are subject to comprehensive regulations. The enactment of
new legislation or regulations, as well as changes in interpretation
and enforcement of current laws, may affect the manner of operation,
performance and/or yield of money market funds. In 2021, the
SEC
proposed amendments to the regulation of certain types of money market
funds that if adopted as proposed would, among other things, increase
daily and weekly liquid asset requirements, remove liquidity fees and
redemption gate provisions and require institutional prime money
market
funds to use swing pricing. There can be no assurance that a Fund’s
investments in money market funds are not adversely affected by
reforms
to money market regulation that may be adopted by the SEC or other
regulatory authorities. An investment in a money market fund is not a
bank
deposit and is not insured or guaranteed by any bank, the FDIC or any
other government agency. |
■ |
Government
Obligations.
Government obligations may include U.S. Treasury securities, Treasury
inflation-protected securities, and other debt instruments
backed by the full faith and credit of the United States, or debt
obligations of U.S. Government-sponsored
entities. |
■ |
Repurchase
Agreements.
Repurchase agreements are agreements pursuant to which a Fund purchases
securities from a bank that is a member of the
Federal Reserve System (or a foreign bank or U.S. branch or agency of a
foreign bank), or from a securities dealer, that agrees to repurchase the
securities
from a Fund at a higher price on a designated future date. Repurchase
agreements generally are for a short period of time, usually less
than
a week. Costs, delays, or losses could result if the selling party to a
repurchase agreement becomes bankrupt or otherwise
defaults. |
■ |
Short-term
Corporate
Debt Securities.
Short-term corporate debt securities are securities and bonds issued by
corporations with shorter terms to maturity.
Corporate securities generally bear a higher risk than U.S. government
bonds. |
■ |
Time
Deposits. Time
deposits, also referred to as “fixed time deposits,” are non-negotiable
deposits maintained at a banking institution for a specified
period of time at a specified interest rate. Time deposits may be
withdrawn on demand by the investor, but may be subject to early
withdrawal
penalties which vary depending upon market conditions and the remaining
maturity of the obligation. There are no contractual restrictions
on the right to transfer a beneficial interest in a time deposit to a
third party, although there is no market for such
deposits. |
Commodity
Instruments
— Exposure to physical commodities may subject a Fund to greater
volatility than investments in traditional securities. The value of
such investments may be affected by overall market movements, commodity index
volatility, changes in interest rates, or factors affecting a particular
industry or commodity, such as supply and demand, drought, floods, weather,
embargoes, tariffs and international economic, political and regulatory
developments. Their value may also respond to investor perception of instability
in the national or international economy, whether or not justified
by the facts. However, these investments may help to moderate fluctuations in
the value of a Fund’s other holdings, because these investments may not
correlate with investments in traditional securities. Economic and other events
(whether real or perceived) can reduce the demand for commodities,
which may reduce market prices and cause the value of a Fund’s shares to fall.
The sub-advisor’s failure to anticipate these events may lead to a
Fund losing money on its commodity investments.
No active
trading market may exist for certain commodities investments, which may impair
the ability of a Fund to sell or realize the full value of such investments
in the event of the need to liquidate such investments. Certain commodities are
subject to limited pricing flexibility because of supply and demand
factors. Others are subject to broad price fluctuations as a result of the
volatility of the prices for certain raw materials and the instability of
supplies of
other materials. These additional variables may create additional investment
risks and result in greater volatility than investments in traditional
securities. Because physical commodities do not generate investment income, the
return on such investments will be derived solely from the appreciation
or depreciation on such investments. Certain types of commodities instruments
(such as commodity-linked swaps and commodity-linked structured
notes) are subject to the risk that the counterparty to the instrument will not
perform or will be unable to perform in accordance with the terms of
the instrument.
A Fund will
not qualify as a “RIC” under the Internal Revenue Code in any taxable year in
which more than 10% of its annual gross income consists of certain
“non-qualifying” income, which includes gains resulting from selling physical
commodities (or options or futures contracts thereon unless the gain is
realized from certain hedging transactions) and certain other non-passive
income. See the section entitled “Tax Information.” A Fund’s investment
in securities or derivatives backed by, or in certain entities (such as ETFs))
that invest in, physical commodities, other than
shares of a wholly-owned
subsidiary, generally
would produce income that would be subject to this 10% limitation. To remain
within this limitation, a Fund may hold such
an investment or sell it at a loss, or sell other investments, when for
investment reasons it would not otherwise do so. The availability of such
measures
does not guarantee that a Fund would be able to satisfy the requirements of the
Internal Revenue Code to continue to qualify as a RIC.
Cover
and Asset Segregation — A
Fund may borrow
money, make
investments or employ trading practices that obligate a Fund, on a fixed or
contingent
basis, to deliver an asset or make a cash payment to another party in the
future. A Fund will comply with rules and guidance from the SEC with
respect to coverage of certain investments and trading practices. A Fund’s
approach to asset coverage may vary depending
on terms within its agreement
with a counterparty. With
respect to certain investments under the
agreement, a Fund
calculates the obligations of the parties to the agreement
on a “net basis” (i.e., the two payment streams are netted out with a Fund
receiving or paying, as the case may be, only the net amount of the two
payments). Under such circumstances, a Fund’s current obligations will generally
be equal only to the net amount to be paid by a Fund based on the
relative values of the positions held by each party to the agreement. Earmarking
or otherwise segregating a large percentage of a Fund’s assets could
impede the management of the Fund’s portfolio or a Fund’s ability to meet
redemption requests or other current obligations, because
a Fund
may be
unable to promptly dispose of those
assets.
Currencies
Risk — A Fund
may have significant exposure to foreign currencies for investment or hedging
purposes by making direct investments in non-U.S.
currencies or in securities denominated in non-U.S. currencies (including
emerging market currencies), or by purchasing or selling foreign currency
forward contracts, non-U.S. currency futures contracts, options on non-U.S.
currencies and non-U.S. currency futures and swaps for cross-currency
investments. Foreign currencies will fluctuate, and may decline, in value
relative to the U.S. dollar and affect a Fund’s investments in foreign
(non-U.S.) currencies, securities that trade in, and receive revenues in, or in
derivatives that provide exposure to, foreign (non-U.S.) currencies.
For
example, if the U.S. dollar appreciates against foreign currencies, the value of
Fund holdings generally would depreciate and vice versa.
Cybersecurity
and
Operational Risk — With the
increased use of technologies such as the Internet and the dependence on
computer systems to perform
necessary business functions, the Funds, and their service providers, may
be prone to operational and information security risks resulting from
cyber-attacks.
In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber-attacks include, but are not limited to, stealing or
corrupting data maintained online or digitally (e.g., through
“hacking,”
computer
viruses or
other
malicious
software coding), the theft and holding for
ransom of proprietary or confidential information or data (sometimes
referred to as “ransomware” attacks), denial of
service attacks on websites,
“phishing”
attempts and other social engineering techniques aimed at personnel or systems,
and the unauthorized release of confidential information.
Cyber-attacks affecting the Funds or the Manager, the
sub-advisor, the
custodian,
the transfer agent, intermediaries and other third-party service
providers may adversely impact the Funds. For instance, cyber-attacks may
interfere with the processing of shareholder transactions, result in
the loss or
theft of shareholder data or funds, impact a Fund’s ability to calculate NAV per
share, cause the release of private shareholder information or
confidential business information, impede trading, subject the Funds to
regulatory fines or financial losses and/or cause reputational damage. A
cyber-attack
may also result in shareholders or service providers being unable to access
electronic systems (“denial of services”), loss or theft of proprietary
information or corporate data, physical damage to a computer or network system,
or remediation costs associated with system repairs. The
Funds may
also incur additional costs for cybersecurity risk management purposes. Similar
types of cybersecurity risks are also present for issuers or securities
in which the Funds may invest, which could result in material adverse
consequences for such issuers and may cause a Fund’s investment in
such
companies to lose value. Adverse consequences also could result from
cybersecurity incidents affecting counterparties with which a Fund engages
in
transactions, governmental and other regulatory authorities, exchanges and other
financial market operators, banks, brokers, dealers, insurance companies,
other financial institutions and other parties. A Fund’s service providers also
may be negatively impacted due to operational risks arising from
non-cybersecurity
related factors
such as processing errors and human errors, inadequate or failed internal or
external processes, failures in systems and
technology errors or malfunctions, changes in personnel, and errors caused by
Fund service providers or counterparties.
In
addition, other events or circumstances — whether foreseeable, unforeseeable, or
beyond our control, such as acts of war, other conflicts, terrorism,
natural
disaster, widespread disease, pandemic or other public health crises may result
in, among other things, quarantines and travel restrictions, workforce
displacement and loss or reduction in Personnel and other resources. In the
above circumstances, the Funds and the Service Providers’ operations
may be significantly impacted, or even temporarily halted. The Funds’ securities
market counterparties or vendors may face the same or similar
systems failure, cybersecurity breaches and other business disruptions
risks.
Any of
these results could have a substantial adverse impact on a Fund and its
shareholders. For example, if a cybersecurity incident results in a denial
of service,
Fund shareholders could lose access to their electronic accounts and be unable
to buy or sell Fund shares for an unknown period of time, and service
providers could be unable to access electronic systems to perform critical
duties for a Fund, such as trading, NAV calculation, shareholder accounting
or fulfillment of Fund share purchases and redemptions. Cybersecurity incidents
could cause a Fund or a service provider to incur regulatory penalties,
reputational damage, additional compliance costs associated with corrective
measures, or financial loss of a significant magnitude and could result in
allegations that a Fund or Fund service provider violated privacy and
other laws. There are inherent limitations in risk management systems
that seek
to reduce the risks associated with cybersecurity and business continuity plans
in the event there is a cybersecurity breach, including the possibility
that certain risks may not have been adequately
identified or prepared for, in large
part because different or unknown threats may emerge in the future.
Furthermore, a Fund does not control the cybersecurity systems and plans of the
issuers of securities in which a Fund invests, third party service
providers, trading counterparties or any other service providers whose
operations may affect a Fund or
its shareholders. The
widespread use of work-from-home
arrangements, such as during the COVID-19 pandemic, may increase operational and
information security risks.
Derivatives —
Generally a derivative is a financial instrument the value of which is based on,
or “derived” from, a traditional security, asset, currency, or market
index (collectively referred to as “reference assets”). A Fund may use
derivatives for hedging and efficient portfolio management purposes.
Derivative
instruments may allow for better management of exposure to certain asset
classes, as well as more efficient access to asset classes. There are
many
different types of derivatives and many different ways to use them. Some forms
of derivatives, such as exchange-traded futures, options on
securities,
commodities, or indices, and certain
forward contracts are traded
on regulated exchanges. These types of derivatives are standardized contracts
that can easily be bought and sold, and whose market values are determined and
published daily. Non-standardized derivatives, on the other hand, tend
to be more specialized or complex, and may be harder to value. Certain
derivative securities are described more accurately as index/structured
securities. Index/structured securities are derivative securities whose value or
performance is linked to other equity securities (such as depositary
receipts), currencies, interest rates, indices or other financial
indicators.
Derivatives
may involve significant risk. Many derivative instruments often require little
or no payment and therefore often create inherent economic leverage.
Some derivatives have the potential for unlimited loss, regardless of the size
of a Fund’s initial investment. Not all derivative transactions require a
counterparty to post collateral, which may expose a Fund to greater losses
in the event of a default by a counterparty.
Derivatives
may be illiquid and may be more volatile than other types of investments. A Fund
may buy and sell derivatives that are neither centrally cleared nor
traded on an exchange. Such derivatives may be subject to heightened
counterparty, liquidity and valuation risk.
The
regulation of the U.S. and non-U.S. derivatives markets has undergone
substantial change in recent years and such change may continue. In particular,
effective August 19, 2022 (the “Compliance Date”), Rule 18f-4 under the 1940 Act
(the “Derivatives Rule”) replaced the asset segregation regime of
Investment Company Act Release No. 10666 (“Release 10666”) with a new framework
for the use of derivatives by registered funds. As of the
Compliance Date, the SEC rescinded Release 10666 and withdrew no-action letters
and similar guidance addressing a Fund’s use of derivatives and began
requiring a Fund to satisfy the requirements of the Derivatives Rule. As a
result, a Fund is no longer required to engage in “segregation” or “coverage”
techniques with respect to derivatives transactions and will instead comply with
the applicable requirements of the Derivatives Rule.
The
Derivatives Rule mandates that a Fund adopt
and/or implement: (i) value-at-risk
limitations (“VaR”); (ii) a
written derivatives risk management program;
(iii) new Board oversight
responsibilities; and (iv) new reporting and recordkeeping requirements.
In the
event that a Fund’s derivative exposure is
10% or less of its net
assets, excluding certain currency and interest rate hedging
transactions, it can
elect to be classified as a limited derivatives
user (“Limited Derivatives User”) under the Derivatives Rule, in which case a
Fund is not subject to the full requirements of the Derivatives Rule.
Limited Derivatives Users are excepted from VaR testing, implementing a
derivatives risk management program, and certain Board oversight and
reporting
requirements mandated by the
Derivatives Rule. However,
a Limited Derivatives User is still required to implement written compliance
policies and
procedures reasonably designed to manage its derivatives risks. The Derivatives
Rule also provides special treatment for reverse repurchase agreements,
similar financing transactions and unfunded commitment agreements. Specifically,
a Fund may elect whether to treat reverse repurchase agreements
and similar financing transactions as “derivatives transactions” subject to the
requirements of the
Derivatives Rule or as
senior securities equivalent
to bank borrowings for purposes of Section 18 of the 1940 Act. In addition, a
Fund may invest in a security on a when-issued or forward-settling
basis, or with a non-standard settlement cycle, and the transaction will be
deemed not to involve a senior security, provided that: (i) a Fund
intends to physically settle the transaction; and (ii) the transaction will
settle within 35 days of its trade date.
The
enactment of the Dodd-Frank Act and similar
global regulations resulted in
historic and comprehensive reform relating to derivatives, including the
manner in
which they are entered into, reported, recorded, executed, and settled or
cleared. Pursuant to these
regulations, the
SEC, CFTC and
foreign regulators have
promulgated a broad range of regulations and guidance on
the use of derivatives, including
use by
registered investment companies. These
include regulations with respect to security-based swaps (e.g., derivatives
based on a single security or narrow-based securities index) that are
regulated
by the SEC in the
U.S., and other
swaps that are regulated by the CFTC and the markets in which these instruments
trade. In addition,
regulations
adopted by the banking regulators require certain banks to include in a range of
financial contracts, including many derivatives contracts, terms
delaying or restricting default, termination and other rights in the event that
the bank and/or its affiliates become subject to certain types of resolution
or insolvency proceedings. The regulations could limit a Fund’s ability to
exercise a range of cross-default rights if its counterparty, or an affiliate
of the counterparty, is subject to bankruptcy or similar proceeding. Such
regulations could further negatively impact a Fund’s use of derivatives.
Under CFTC
Regulation 4.5, a Fund is excluded from registration as a CPO if its investments
in commodity
interests (such as futures contracts, options on futures
contracts, non-deliverable forwards and swaps), other than
those used for bona fide hedging purposes (as defined by the CFTC), are
limited,
such that
the aggregate initial margin and premiums required to establish the positions
(after taking into account unrealized profits and unrealized losses on
any such positions and excluding the amount by which options are “in-the-money”
at the time of purchase) do not exceed 5% of a Fund’s NAV.
Alternatively, the aggregate net notional value of the positions, determined at
the time the most recent position was established, may not exceed 100% of a
Fund’s NAV, after taking into account unrealized profits and unrealized losses
on any such positions. Further,
to qualify for the exclusion in Regulation
4.5, a Fund must satisfy a marketing test, which requires, among other things,
that a Fund not hold itself out as a vehicle for trading commodity
interests. A Fund’s ability to use these instruments also may be limited by
federal income tax considerations. See the section entitled “Tax Information.”
As
the Funds cannot comply with the exemption from CPO registration provided for in
Regulation 4.5 above, the Manager is registered as a CPO with respect to
the Funds and the American Beacon Cayman Managed Futures Strategy Fund, Ltd. and
American Beacon Cayman TargetRisk Company, Ltd., each
a wholly-owned subsidiary of the Funds that are organized under the laws of the
Cayman Islands as an exempted company (the “Subsidiary”).
As a result, the Manager and the Funds are subject to regulation by the
CFTC.
Further
information about the specific types of derivative instruments in which a Fund
may invest, including the risks involved in their use, are contained
under the description of each of these instruments in this SAI. A Fund may
invest in various types of derivatives, including among others:
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Contracts
for Differences — A
contract for difference (“CFD”) is a contract which one party agrees to
pay the other party an amount of money based
on the difference between the current value of an instrument (such as a
single security, a basket of securities or an index) and its value on a
specified
date in the future. CFDs are similar to total return swaps and allow a
Fund to take a long or short position without having to own the
reference
security or index. A CFD is a privately negotiated over-the-counter
contract. Both buyer and seller generally are required to post margin,
which
is adjusted daily, and adverse market movements against the underlying
instrument may require the buyer to make additional margin payments.
The buyer may also pay to the seller a financing rate on the notional
amount of the capital employed by the seller, less the margin deposit.
A CFD is usually terminated at the buyer’s initiative. By entering into a
CFD transaction, a Fund could incur losses because it would face
many
of the same types of risks as owning the underlying instrument directly.
As with other types of swap transactions, CFDs also carry counterparty
risk,
which is the risk that the counterparty to the CFD transaction may be
unable or unwilling to make payments to or otherwise honor its financial
obligations
under the terms of the contract, that the parties may disagree as to the
meaning or application of contractual terms, or that the instrument
may not perform as expected. |
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Forward
Contracts. A
Fund may enter into forward contracts. Forward contracts are a type of
derivative instrument that obligate the purchaser to take
delivery of, or cash settle a specific amount of, a commodity, security or
obligation underlying the contract at a specified time in the future for a
specified
price. Likewise, the seller incurs an obligation to deliver the specified
amount of the underlying asset against receipt of the specified price.
Generally,
forward contracts are traded through financial institutions acting as
market-makers, on certain securities exchanges, or over-the-counter,
and
the protections afforded to investors may vary depending on the trading
environment. This is distinguishable from futures contracts, which are
traded
on U.S. and foreign commodities exchanges. Forward
contracts are often negotiated on an individual basis and are not
standardized. The market for forward contracts is substantially
unregulated,
as there is no limit on daily price movements and speculative position
limits are not applicable. The principals who deal in certain forward
contract markets are not required to continue to make markets in the
underlying reference assets in which they trade and these markets can
experience
periods of illiquidity, sometimes of significant duration. There have been
periods during which certain participants in forward contract markets
have refused to quote prices for certain underlying references or have
quoted prices with an unusually wide spread between the price at
which
they were prepared to buy and that at which they were prepared to sell. At
or prior to maturity of a forward contract, a Fund may enter into
an
offsetting contract and may incur a loss to the extent there has been
adverse movement in forward contract prices. The liquidity of the markets
for
forward contracts depends on participants entering into offsetting
transactions rather than making or taking delivery. To the extent
participants make
or take delivery, liquidity in the market for forwards could be reduced. A
relatively small price movement in a forward contract may result in
substantial
losses to a Fund, exceeding the amount of the margin paid. Forward
contracts can increase a Fund’s risk exposure to underlying reference
assets
and their attendant risks. A
Fund bears the risk of loss of the amount expected to be received under a
forward contract in the event of the default or bankruptcy of a
counterparty.
If such a default occurs, a Fund may have contractual remedies pursuant to
the forward contract, but such remedies may be subject to bankruptcy
and insolvency laws which could affect a Fund’s rights as a
creditor. |
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Forward
Foreign Currency Contracts. A
Fund may enter into forward foreign currency contracts (“forward currency
contracts”), which are a type of
derivative instrument, for a variety of reasons. A forward currency
contract involves an obligation to purchase or sell a specified currency
at a future
date, which may be any fixed number of days from the date of the contract
agreed upon by the parties at a price set at the time of the contract.
Because these forward currency contracts normally are settled through an
exchange of currencies, they are traded in the interbank market
directly
between currency traders (usually large commercial banks) and their
customers. |
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Forward
currency contracts may serve as long hedges. For example, a Fund may
purchase a forward currency contract to lock in the U.S. dollar price
of a
security denominated in a foreign currency that it intends to acquire.
Forward currency contract transactions also may serve as short hedges. For
example,
a Fund may sell a forward currency contract to lock in the U.S. dollar
equivalent of the proceeds from the anticipated sale of a security or
from
a dividend or interest payment on a security denominated in a foreign
currency. |
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A Fund
may enter into forward currency contracts to sell a foreign currency for a
fixed U.S. dollar amount approximating the value of some or all of
its
respective portfolio securities denominated in such foreign currency. In
addition, a Fund may use forward currency contracts when the sub-advisor
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wishes
to “lock in” the U.S. dollar price of a security when a Fund is purchasing
or selling a security denominated in a foreign currency or anticipates
receiving
a dividend or interest payment denominated in a foreign
currency. |
|
A Fund
may enter into forward currency contracts for the purchase or sale of a
specified currency at a specified future date either with respect to
specific
transactions or with respect to portfolio positions in order to minimize
the risk to a Fund from adverse changes in the relationship between
the
U.S. dollar and foreign currencies. |
|
A Fund
may use forward currency contracts to seek to hedge against, or profit
from, changes in the value of a particular currency by using forward
currency
contracts on another foreign currency or a basket of currencies, the value
of which the sub-advisor believes will have a positive correlation
to
the values of the currency being hedged. When hedging, use of a different
foreign currency magnifies the risk that movements in the price of the
forward
contract will not correlate or will correlate unfavorably with the foreign
currency being hedged. |
|
In
addition, a Fund may use forward currency contracts to shift exposure to
foreign currency fluctuations from one country to another. For example,
if a
Fund owned securities denominated in a foreign currency that the
sub-advisor believed would decline relative to another currency, it might
enter into
a forward currency contract to sell an appropriate amount of the first
foreign currency, with payment to be made in the second currency.
Transactions
that involve two foreign currencies are sometimes referred to as “cross
hedging.” Use of a different foreign currency magnifies a Fund’s
exposure
to foreign currency exchange rate
fluctuations. |
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A
Fund also may enter into forward currency contracts for non-hedging
purposes if a foreign currency is anticipated to appreciate or depreciate
in value,
but securities denominated in that currency do not present attractive
investment opportunities and are not held in a Fund’s investment
portfolio. |
|
The
cost to a Fund of engaging in forward currency contracts varies with
factors such as the currency involved, the length of the contract period
and the
market conditions then prevailing. Because forward currency contracts
usually are entered into on a principal basis, no fees or commissions are
involved.
When a Fund enters into a forward currency contract, it relies on the
counterparty to make or take delivery of the underlying currency at
the
maturity of the contract. Failure by the counterparty to do so would
result in the loss of any expected benefit of the
transaction. |
|
Sellers
or purchasers of forward currency contracts can enter into offsetting
closing transactions, similar to closing transactions on futures, by
purchasing
or selling, respectively, an instrument identical to the instrument sold
or bought, respectively. Secondary markets generally do not exist
for
forward currency contracts, however, with the result that closing
transactions generally can be made for forward currency contracts only by
negotiating
directly with the counterparty. Thus, there can be no assurance that a
Fund will in fact be able to close out a forward currency contract
at a
favorable price prior to maturity. In addition, in the event of insolvency
of the counterparty, a Fund might be unable to close out a forward
currency
contract at any time prior to maturity. In either event, a Fund would
continue to be subject to market risk with respect to the position, and
would
continue to be required to maintain a position in the securities or
currencies that are the subject of the hedge or to maintain cash or
securities. |
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The
precise matching of forward currency contract amounts and the value of
securities whose U.S. dollar value is being hedged by those contracts
involved
generally will not be possible because the value of such securities,
measured in the foreign currency, will change after the forward currency
contract
has been established. Thus, a Fund might need to purchase or sell foreign
currencies in the spot (cash) market to the extent such foreign
currencies
are not covered by forward contracts. The projection of short-term
currency market movements is extremely difficult, and the successful
execution
of a short-term hedging strategy is highly
uncertain. |
|
A Fund
bears the risk of loss of the amount expected to be received under a
forward currency contract in the event of the default or bankruptcy of a
counterparty.
If such a default occurs, a Fund may have contractual remedies pursuant to
the forward currency contract, but such remedies may be subject
to bankruptcy and insolvency laws which could affect a Fund’s rights as a
creditor. |
|
At
the maturity of a forward contract, a Fund may sell the portfolio security
and make delivery of the foreign currency, or it may retain the security
and
either extend the maturity of the forward contract (by “rolling” that
contract forward) or may initiate a new forward contract. If a Fund
retains the
portfolio security and engages in an offsetting transaction, a Fund will
incur a gain or a loss (as described below) to the extent that there has
been
movement in forward contract prices. If a Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to
sell
the foreign currency. |
|
Should
forward prices decline during the period between a Fund’s entering into a
forward contract for the sale of a foreign currency and the date it
enters
into an offsetting contract for the purchase of the foreign currency, a
Fund will realize a gain to the extent the price of the currency it has
agreed
to sell exceeds the price of the currency it has agreed to purchase.
Should forward prices increase, a Fund will suffer a loss to the extent
the price
of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell. |
|
Forward
currency contracts in which a Fund may engage include foreign exchange
forwards. The consummation of a foreign exchange forward requires
the actual exchange of the principal amounts of the two currencies in the
contract (i.e., settlement on a physical basis). Because foreign
exchange
forwards are physically settled through an exchange of currencies, they
are traded in the interbank market directly between currency traders
(usually large commercial banks) and their customers. A foreign exchange
forward generally has no deposit requirement, and no commissions
are charged at any stage for trades; foreign exchange dealers realize a
profit based on the difference (the spread) between the prices at
which
they are buying and the prices at which they are selling various
currencies. When a Fund enters into a foreign exchange forward, it
relies on the
counterparty to make or take delivery of the underlying currency at the
maturity of the contract. Failure by the counterparty to do so would
result
in the loss of any expected benefit of the
transaction. |
|
A
Fund may be required to obtain the currency that it must deliver under the
foreign exchange forward through the sale of portfolio securities
denominated
in such currency or through conversion of other assets of a Fund into such
currency. When a Fund engages in foreign currency
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transactions
for hedging purposes, it will not enter into foreign exchange forwards to
sell currency or maintain a net exposure to such contracts if their
consummation would obligate a Fund to deliver an amount of foreign
currency materially in excess of the value of its portfolio securities or
other
assets denominated in that currency. |
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Non-Deliverable
Currency Forwards. A
Fund also may enter into NDFs. NDFs are cash-settled, short-term forward
contracts on foreign currencies
(each a “Reference Currency”), generally on currencies that are
non-convertible, and may be thinly traded or illiquid. NDFs involve an
obligation
to pay a U. S. dollar amount (the “Settlement Amount”) equal to the
difference between the prevailing market exchange rate for the
Reference
Currency and the agreed upon exchange rate (the “NDF Rate”), with respect
to an agreed notional amount. NDFs have a fixing date and a
settlement (delivery) date. The fixing date is the date and time at which
the difference between the prevailing market exchange rate and the
agreed
upon exchange rate is calculated. The settlement (delivery) date is the
date by which the payment of the Settlement Amount is due to the
party
receiving payment. Although
NDFs are similar to other forward currency contracts, NDFs do not require
physical delivery of a Reference Currency on the settlement date.
Rather, on the settlement date, one counterparty pays the Settlement
Amount. NDFs typically may have terms from one month up to two
years
and are settled in U.S. dollars. A Fund will typically use NDFs for
hedging purposes or for direct investment in a foreign country for income
or gain.
The use of NDFs for hedging or to increase income or gain may not be
successful, resulting in losses to a Fund, and the cost of such
strategies
may reduce a Fund’s returns. NDFs
are subject to many of the risks associated with derivatives in general
and forward currency transactions including risks associated with
fluctuations
in foreign currency and the risk that the counterparty will fail to
fulfill its obligations. In addition, pursuant to the Dodd-Frank Act and
regulations
adopted by the CFTC in connection with implementing the Dodd-Frank Act,
NDFs are deemed to be swaps, and consequently commodity
interests for purposes of amended Regulation 4.5. Although NDFs have
historically been traded OTC, some are now exchange-traded pursuant
to the Dodd-Frank Act. Under such circumstances, they will be centrally
cleared and a secondary market for them will exist. All NDFs are
subject
to counterparty risk, which is the risk that the counterparty will not
perform as contractually required under the NDF. With respect to NDFs
that
are centrally-cleared, a Fund could lose margin payments it has deposited
with the clearing organization as well as the net amount of gains
not
yet paid by the clearing organization if it breaches its obligations under
the NDF, becomes insolvent or goes into bankruptcy. In the event of
bankruptcy
of the clearing organization, the investor may be entitled to the net
amount of gains the investor is entitled to receive plus the return
of
margin owed to it only in proportion to the amount received by the
clearing organization’s other customers, potentially resulting in losses
to the investor.
NDFs that remain traded OTC will be subject to margin requirements for
uncleared swaps and counterparty risk common to other swaps.
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Futures
Contracts. A
Fund may enter into futures contracts. Futures contracts are a type of
derivative instrument that obligate the purchaser to take
delivery of, or cash settle a specific amount of, a commodity, security or
other obligation underlying the contract at a specified time in the
future
for a specified price. Likewise, the seller incurs an obligation to
deliver the specified amount of the underlying obligation against receipt
of the specified
price. Futures are traded on both U.S. and foreign commodities exchanges.
The purchase of futures can serve as a long hedge, and the sale
of
futures can serve as a short hedge. No
price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract, a Fund is required to deposit “initial
margin” consisting
of cash, U.S. Government securities, suitable money market instruments, or
liquid, high-grade debt securities in an amount set by the exchange
on which the contract is traded and varying based on the volatility of the
underlying asset. Margin must also be deposited when writing a
call
or put option on a futures contract, in accordance with applicable
exchange rules. Unlike margin in securities transactions, initial margin
on futures
contracts does not represent a borrowing, but rather is in the nature of a
performance bond or good-faith deposit that is returned to a Fund
at
the termination of the transaction if all contractual obligations have
been satisfied. Under certain circumstances, such as periods of high
volatility, a
Fund may be required by a futures exchange to increase the level of its
initial margin payment, and initial margin requirements might be increased
generally
in the future by regulatory action. Subsequent “variation margin” payments
(sometimes referred to as “maintenance margin” payments) are
made to and from the futures broker daily as the value of the futures
position varies, a process known as “marking-to-market.” Variation margin
does
not involve borrowing, but rather represents a daily settlement of a
Fund’s obligations to or from a futures broker. When a Fund purchases or
sells
a futures contract, it is subject to daily, or even intraday, variation
margin calls that could be substantial in the event of adverse price
movements.
If a Fund has insufficient cash to meet daily or intraday variation margin
requirements, it might need to sell securities at a time when such
sales are disadvantageous. Purchasers
and sellers of futures contracts can enter into offsetting closing
transactions, by selling or purchasing, respectively, an instrument
identical to
the instrument purchased or sold. Positions in futures contracts may be
closed only on a futures exchange or board of trade that trades that
contract.
A Fund intends to enter into futures contracts only on exchanges or boards
of trade where there appears to be a liquid secondary market. However,
there can be no assurance that such a market will exist for a particular
contract at a particular time. In such event, it may not be possible to
close
a futures contract. Although
many futures contracts by their terms call for the actual delivery or
acquisition of the underlying asset, in most cases the contractual
obligation
is fulfilled before the date of the contract without having to make or
take delivery of the securities or currency. The offsetting of a
contractual
obligation is accomplished by buying (or selling, as appropriate) on a
commodities exchange an identical futures contract calling for
delivery
in the same month. Such a transaction, which is effected through a member
of an exchange, cancels the obligation to make or take delivery
of
the securities or currency. Since all transactions in the futures market
are made, offset or fulfilled through a clearinghouse associated with the
exchange
on which the contracts are traded, a Fund will incur brokerage fees when
it purchases or sells futures contracts. If an offsetting purchase
price
is less than the original sale price, a Fund realizes a capital gain, or
if it is more, a Fund realizes a capital loss. Conversely, if an
offsetting sell price
is more than the original purchase price, a Fund realizes a capital gain,
or if it is less, a Fund realizes a capital loss. The Funds have no
current intent
to accept physical delivery in connection with the settlement of futures
contracts. Under
certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures contract can vary from the previous
day’s settlement price; once that limit is reached, no trades may be made
that day at a price beyond the limit. Daily price limits do not limit
potential
losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing liquidation
of unfavorable
positions. If a Fund were unable to liquidate a futures contract due to
the absence of a liquid secondary market or the imposition of price
limits, it could incur substantial losses. A Fund would continue to be
subject to market risk with respect to the position. In addition, a Fund
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would
continue to be required to make daily variation margin payments and might
be required to maintain the position being hedged by the futures
contract
or option thereon or to maintain cash or securities in a segregated
account. The
ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions.
First,
all participants in the futures market are subject to initial deposit and
variation margin requirements. Rather than meeting additional variation
margin
deposit requirements, investors may close futures contracts through
offsetting transactions that could distort the normal relationship
between
the cash and futures markets. Second, the liquidity of the futures market
depends on participants entering into offsetting transactions rather
than making or taking delivery. To the extent participants decide to make
or take delivery, liquidity in the futures market could be reduced,
thus
producing distortion. Third, from the point of view of speculators, the
margin deposit requirements in the futures market are less onerous than
margin
requirements in the securities market. Therefore, increased participation
by speculators in the futures market may cause temporary price
distortions.
Due to the possibility of distortion, a correct forecast of securities
price or currency exchange rate trends by the sub-advisor may still not
result
in a successful transaction. Futures
contracts also entail other risks. Although the use of such contracts may
benefit a Fund, if investment judgment about the general direction
of,
for example, an index is incorrect, a Fund’s overall performance would be
worse than if it had not entered into any such contract. There are
differences
between the securities and futures markets that could result in an
imperfect correlation between the markets, causing a given transaction
not
to achieve its objectives. The degree of imperfection of correlation
depends on circumstances such as variations in speculative market demand
for
futures, including technical influences in futures trading, and
differences between the financial instruments being hedged and the
instruments underlying
the standard contracts available for trading in such respects as interest
rate levels, maturities, and creditworthiness of issuers. A decision
as to
whether, when and how to hedge involves the exercise of skill and
judgment, and even a well-conceived hedge may be unsuccessful to some
degree
because of market behavior or unexpected interest rate trends.
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Commodity
Futures Contracts Risk—
There are several additional risks associated with transactions in
commodity futures contracts. Storage.
Unlike the financial futures markets, in the commodity futures markets
there are costs of physical storage associated with purchasing the
underlying
commodity. The price of the commodity futures contract will reflect the
storage costs of purchasing the physical commodity, including the
time value of money invested in the physical commodity. To the extent that
the storage costs for an underlying commodity change while a Fund
or its respective Subsidiary is invested in futures contracts on that
commodity, the value of the futures contract may change
proportionately. Reinvestment. In
the commodity futures markets, producers of the underlying commodity may
decide to hedge the price risk of selling the commodity
by selling futures contracts to lock in the price of the commodity at
delivery on a future date. In order to induce speculators to purchase
the other side of the same futures contract, the commodity producer
generally must sell the futures contract at a lower price than the
expected
future spot price. Conversely, if most hedgers in the futures market are
purchasing futures contracts to hedge against a rise in prices,
then
speculators will only sell the other side of the futures contract at a
higher futures price than the expected future spot price of the commodity.
The
changing nature of the hedgers and speculators in the commodity markets
will influence whether futures prices are above or below the expected
future spot price, which can have significant implications for a Fund or
its respective Subsidiary. If the nature of hedgers and speculators
in
futures markets has shifted when it is time for a Fund to reinvest the
proceeds of a maturing contract in a new futures contract, a Fund or its
respective
Subsidiary might reinvest at higher or lower futures prices, or choose to
pursue other investments. Other
Economic Factors. The
commodities that underlie commodity futures contracts may be subject to
additional economic and non-economic variables,
such as drought, floods, weather, livestock disease, embargoes, tariffs,
and international economic, political and regulatory developments.
These factors may have a larger impact on commodity prices and
commodity-linked instruments, including futures contracts, than
on
traditional securities. Certain commodities are also subject to limited
pricing flexibility because of supply and demand factors. Others are
subject
to broad price fluctuations as a result of the volatility of the prices
for certain raw materials and the instability of supplies of other
materials.
These additional variables may create additional investment risks which
subject a Fund’s or its respective Subsidiary’s investments to
greater
volatility than investments in traditional securities.
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Futures
Contracts on Security Indices. A
Fund may enter into contracts providing for the making and acceptance of a
cash settlement based upon
changes in the value of an index of securities (“Index Futures
Contracts”). Index
Futures Contracts may be used to expose a Fund’s available cash
balances to future changes in general market prices with less issuer risk,
increased liquidity and lower brokerage costs than investment in
multiple
issuers.
The
Funds use Index Futures Contracts to take long and short positions on
indices based on the sub-advisor’s outlook on the direction
of market prices.
Index
Futures Contracts may be used to hedge against future changes in general
market prices that otherwise might adversely
affect the value of securities held by a Fund. This
may permit a Fund to avoid potential market and liquidity problems (e.g.,
driving up or forcing
down the price by quickly purchasing or selling a portfolio security) that
may result from increases or decreases in positions already held by
a
Fund. In general, each hedging transaction in Index Futures Contracts
involves the establishment of a position that will move in a direction
opposite
to that of the investment being hedged. If these hedging transactions are
successful, the futures positions taken for a Fund will rise in
value
by an amount that approximately offsets the decline in value of the
portion of a Fund’s investments that are being hedged. Should general
market
prices move in an unexpected manner, the full anticipated benefits of
Index Futures Contracts may not be achieved or a loss may be realized.
Transactions in Index Futures Contracts involve certain risks. These risks
could include a lack of correlation between the Index Futures Contract
and the relevant index, a potential lack of liquidity in the market and
incorrect assessments of market trends, which may result in worse
overall
performance than if an Index Futures Contract had not been entered into.
Brokerage costs will be incurred and “margin” will be required
to be
posted and maintained as a good-faith deposit against performance of
obligations under Index Futures Contracts written into by a
Fund. |
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Options.
A Fund may purchase and sell put options and call options, each a type of
derivative instrument, on securities and foreign currencies in
standardized
contracts traded on recognized securities exchanges, boards of trade, or
similar entities, or quoted on the NASDAQ National Market System.
A
Fund will only write (sell) covered call and put options. A
call option is “covered” if a Fund simultaneously holds an equivalent
position in the
security underlying the option. Where the underlying security is a
convertible bond, the call option is considered to be uncovered until the
option is
exercised. |
|
An
option is a contract that gives the purchaser (holder) of the option, in
return for a premium, the right to buy from (call) or sell to (put) the
seller (writer)
of the option the security or currency underlying the option at a
specified exercise price at any time during the term of the option
(normally |
|
not
exceeding nine months). The writer of an option has the obligation upon
exercise of the option to deliver or pay the value of the underlying
security
or currency upon payment of the exercise price or to pay the exercise
price upon delivery of the underlying security or
currency. |
|
When
a Fund writes a call option, it is obligated to sell a security to a
purchaser at a specified price at any time until a certain date if the
purchaser decides
to exercise the option. A Fund will receive a premium for writing a call
option. So long as the obligation of the call option continues, a Fund
may
be assigned an exercise notice, requiring it to deliver the underlying
security against payment of the exercise price. A Fund may be obligated to
deliver
securities underlying an option at less than the market price. By writing
a covered call option, a Fund forgoes, in exchange for the premium
less
the commission (“net premium”), the opportunity to profit during the
option period from an increase in the market value of the underlying
security
or currency above the exercise price. If a call option that a Fund has
written expires unexercised, a Fund will realize a gain in the amount of
the
premium; however, that gain may be offset by a decline in the market value
of the underlying security during the option period. If a call option is
exercised,
a Fund will realize a gain or loss from the sale of the underlying
security. |
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When
a Fund writes a put option, it is obligated to acquire a security at a
certain price at any time until a certain date if the purchaser decides to
exercise
the option. A Fund will receive a premium for writing a put option. By
writing a put option, a Fund, in exchange for the net premium received,
accepts the risk of a decline in the market value of the underlying
security or currency below the exercise price. A Fund may terminate its
obligation
as the writer of a call or put option by purchasing a corresponding option
with the same exercise price and expiration date as the option
previously
written. If a put option that a Fund has written expires unexercised, a
Fund will realize a gain in the amount of the premium. When a Fund
writes
an option, an amount equal to the net premium received by a Fund is
included in the liability section of a Fund’s Statement of Assets and
Liabilities
as a deferred credit. The amount of the deferred credit will be
subsequently marked to market to reflect the current market value of the
option
written. The current market value of a traded option is the last sale
price or, in the absence of a sale, the mean between the closing bid and
asked
price. If an option expires unexercised on its stipulated expiration date
or if a Fund enters into a closing purchase transaction, a Fund will
realize
a gain (or loss if the cost of a closing purchase transaction exceeds the
premium received when the option was sold), and the deferred credit
related
to such option will be eliminated. |
|
A
closing purchase transaction for exchange-traded options may be made only
on a national securities exchange. It is impossible to predict the
volume
of trading that may exist in such options, and there can be no assurance
that viable exchange markets will develop or continue. There is no
assurance
that a liquid secondary market on an exchange will exist for a particular
option, or at any particular time, and for some options, such as
OTC
options, no secondary market on an exchange may exist. The hours of
trading for options may not conform to the hours during which the
underlying
securities are traded. To the extent that the option markets close before
the markets for the underlying securities, significant price and
rate
movements can take place in the underlying securities markets that cannot
be reflected in the option markets. A Fund may use NDOs which are
foreign
exchange products designed to assist in reducing the foreign exchange
risk, in particular situations when physical delivery of the underlying
currencies
is not required or not possible. |
|
A
Fund may write (sell) and purchase covered call and put options on foreign
currencies for hedging or non-hedging purposes. A Fund may use
options
on foreign currencies to protect against decreases in the U.S. dollar
value of securities held or increases in the U.S. dollar cost of
securities to be
acquired by a Fund or to protect the U.S. dollar equivalent of dividends,
interest, or other payments on those securities. In addition, a Fund may
write
and purchase covered call and put options on foreign currencies for
non-hedging purposes (e.g., when the Manager or sub-advisor anticipates
that
a foreign currency will appreciate or depreciate in value, but securities
denominated in that currency do not present attractive investment
opportunities
and are not held in a Fund’s investment portfolio). A Fund may write
covered call and put options on any currency in order to realize
greater
income than would be realized on portfolio securities alone. Currency
options have characteristics and risks similar to those of securities
options,
as discussed herein. Certain options on foreign currencies are traded on
the OTC market and involve liquidity and credit risks that may not
be
present in the case of exchange-traded currency
options. |
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Swap
Agreements. A
swap is a transaction in which a Fund and a counterparty agree to pay or
receive payments at specified dates based upon or calculated
by reference to changes in specified prices or rates (e.g., interest rates
in the case of interest rate swaps) or the performance of specified
securities
or indices based on a specified amount (the “notional” amount). Nearly any
type of derivative, including forward contracts, can be structured
as a swap. See “Derivatives” for a further discussion of derivatives
risks. Swap agreements can be structured to provide exposure to a
variety
of different types of investments or market factors. For example, in an
interest rate swap, fixed-rate payments may be exchanged for floating
rate
payments; in a currency swap, U.S. dollar-denominated payments may be
exchanged for payments denominated in a foreign currency; and in a
total
return swap, payments tied to the investment return on a particular asset,
group of assets or index may be exchanged for payments that are
effectively
equivalent to interest payments or for payments tied to the return on
another asset, group of assets, or index. Swaps may have a leverage
component,
and adverse changes in the value or level of the underlying asset,
reference rate or index can result in gains or losses that are
substantially
greater than the amount invested in the swap itself. Some swaps currently
are, and more in the future will be, centrally cleared. Swaps that
are centrally-cleared are exposed to the creditworthiness of the clearing
organizations (and, consequently, that of their members - generally,
banks
and broker-dealers) involved in the transaction. For example, an investor
could lose margin payments it has deposited with the clearing organization
as well as the net amount of gains not yet paid by the clearing
organization if it breaches its agreement with the investor or becomes
insolvent
or goes into bankruptcy. In the event of bankruptcy of the clearing
organization, the investor may be able to recover only a portion of the
net
amount of gains on its transactions and of the margin owed to it,
potentially resulting in losses to the investor. Swaps that are not
centrally cleared
involve the risk that a loss may be sustained as a result of the
insolvency or bankruptcy of the counterparty or the failure of the
counterparty to
make required payments or otherwise comply with the terms of the
agreement. If a counterparty’s creditworthiness declines, the value of the
swap
might decline, potentially resulting in losses to a Fund. Changing
conditions in a particular market area, whether or not directly related to
the referenced
assets that underlie the swap agreement, may have an adverse impact on the
creditworthiness of a counterparty. To mitigate this risk, a Fund
will only enter into swap agreements with counterparties considered by the
sub-advisor to present minimum risk of default, and a Fund normally
obtains collateral to secure its exposure. Swaps involve the risk that, if
the swap declines in value, additional margin would be required to
maintain
the margin level. The seller may require a Fund to deposit additional sums
to cover this, and this may be at short notice. If additional margin
is not provided in time, the seller may liquidate the positions at a loss,
which may cause a Fund to owe money to the seller. The centrally
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cleared
and OTC swap agreements into which a Fund enters normally provide for the
obligations of a Fund and its counterparty in the event of a default
or other early termination to be determined on a net basis. Similarly,
periodic payments on a swap transaction that are due by each party on
the
same day normally are netted. The use of swap agreements requires special
skills, knowledge and investment techniques that differ from those
required
for normal portfolio management. Swaps may be considered illiquid
investments, and a Fund may be unable to sell a swap agreement to a
third
party at a favorable price; see “Illiquid and Restricted Securities” for a
description of liquidity risk. |
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Credit
Default Swaps. In a
credit default swap, one party (the seller) agrees to make a payment to
the other party (the buyer) in the event that a “credit
event,” such as a default or issuer insolvency, occurs with respect to one
or more underlying or “reference” bonds or other debt securities.
A
Fund may be either a seller or a buyer of credit protection under a credit
default swap. The purchaser pays a fee during the life of the swap. If
there
is a credit event with respect to a referenced debt security, the seller
under a credit default swap may be required to pay the buyer the par
amount
(or a specified percentage of the par amount) of that security in exchange
for receiving the referenced security (or a specified alternative
security)
from the buyer. Credit default swaps may be on a single security, a basket
of securities or on a securities index. Alternatively, the credit
default
swap may be cash settled, meaning that the seller will pay the buyer the
difference between the par value and the market value of the defaulted
bonds. If the swap is on a basket of securities (such as the CDX indices),
the notional amount of the swap is reduced by the par amount of
the defaulted bond, and the fixed payments are then made on the reduced
notional amount. Taking
a long position in (i.e., acting as the seller under) a credit default
swap increases the exposure to the specific issuers, and the seller could
experience
a loss if a credit event occurs and the credit of the reference entity or
underlying asset has deteriorated. As a seller, a Fund would effectively
add leverage because, in addition to its total net assets, a Fund would be
subject to investment exposure on the notional amount of the swap.
Taking a short position in (i.e., acting as the buyer under) a credit
default swap results in opposite exposures for a Fund. The risks of being
the
buyer of credit default swaps include the cost of paying for credit
protection if there are no credit events, pricing transparency when
assessing the
cost of a credit default swap, counterparty risk, and the need to fund any
delivery obligation, particularly in the event of adverse pricing when
purchasing
bonds to satisfy a delivery obligation. Credit default swap buyers are
also subject to counterparty risk since the ability of the seller to
make
required payments is dependent on its
creditworthiness. |
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Currency
Swaps. A
currency swap involves the exchange of payments denominated in one
currency for payments denominated in another. Payments
are based on a notional principal amount, the value of which is fixed in
exchange rate terms at the swap’s inception. Currency swap agreements
may be entered into on a net basis or may involve the delivery of the
entire principal value of one designated currency in exchange for
the
entire principal value of another designated currency. In such cases, the
entire principal value of a currency swap is subject to the risk that the
counterparty
will default on its contractual delivery obligations. Currency swaps are
subject to currency risk. |
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Equity
Swaps.
Equity swaps are contracts that allow one party to exchange the returns,
including any dividend income, on an equity security or group
of equity securities for another payment stream. Under an equity swap,
payments may be made at the conclusion of the equity swap or periodically
during its term. An equity swap may be used to invest in a market without
owning or taking physical custody of securities in circumstances
in which direct investment may be restricted for legal reasons or is
otherwise deemed impractical or disadvantageous. To the extent
that
there is an imperfect correlation between the return on a Fund’s
obligation to its counterparty under the equity swap and the return on
related
assets in its portfolio, the equity swap transaction may increase a Fund’s
financial risk. |
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Interest
Rate and Inflation Swaps. In
an interest rate swap, the parties exchange payments based on fixed or
floating interest rates multiplied by a
hypothetical or “notional” amount. For example, one party might agree to
pay the other a specified fixed rate on the notional amount in
exchange
for recovering a floating rate on that notional amount. Interest rate swap
agreements entail both interest rate risk and counterparty risk.
The
purchase of an interest rate cap entitles the purchaser, to the extent
that a specified index exceeds a predetermined interest rate, to receive
payments
of interest on a notional principal amount from the party selling such
interest rate cap. The purchase of an interest rate floor entitles the
purchaser,
to the extent that a specified index falls below a predetermined interest
rate, to receive payments of interest on a notional principal amount
from the party selling such interest rate floor. There is a risk that
based on movements of interest rates, the payments made under a swap
agreement
will be greater than the payments received. A Fund may also invest in
inflation swaps, where an inflation rate index is used in place of
an
interest rate index. |
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Total
Return Swaps. In a
total return swap transaction, one party agrees to pay the other party an
amount equal to the total return on a defined underlying
asset such as a security or basket of securities or on a referenced index
during a specified period of time. In return, the other party would
make periodic payments based on a fixed or variable interest rate or on
the total return from a different underlying asset or index. Total
return
swap agreements may be used to gain exposure to price changes in an
overall market or an asset. Total return swaps may effectively add
leverage
to a Fund’s portfolio because, in addition to its net assets, a Fund would
be subject to investment exposure on the notional amount of the
swap, which may exceed a Fund’s net assets. If a Fund is the total return
receiver in a total return swap, then the credit risk for an underlying
asset
is transferred to a Fund in exchange for its receipt of the return
(appreciation) on that asset or index. If a Fund is the total return
payer, it is hedging
the downside risk of an underlying asset or index but it is obligated to
pay the amount of any appreciation on that asset or index. Total
return
swaps could result in losses if the underlying asset or index does not
perform as anticipated. Written total return swaps can have the
potential
for unlimited losses. |
Expense
Risk — Fund
expenses are subject to a variety of factors, including fluctuations in a Fund’s
net assets. Accordingly, actual expenses may be greater or
less than those indicated. For example, to the extent that a Fund’s net assets
decrease due to market declines or redemptions, a Fund’s expenses
will increase as a percentage of Fund net assets. During periods of high market
volatility, these increases in a Fund’s expense ratio could be significant.
Fixed-Income
Investments — A Fund
may hold debt instruments, including government and corporate debt instruments,
and other fixed-income securities, including
derivative instruments that have fixed-income securities as reference
assets.
Typically, the values of fixed-income securities change inversely
with prevailing interest rates. Therefore, a fundamental risk of fixed-income
securities is interest rate risk, which is the risk that their value will
generally
decline as prevailing interest rates rise, which may cause a Fund’s NAV to
likewise decrease, and vice versa. How specific fixed-income securities
may react to changes in interest rates will depend on the specific
characteristics of each security. For example, while securities with longer
maturities
tend to produce higher yields, they also tend to be more sensitive to changes in
prevailing interest rates and are therefore more volatile than
shorter-term
securities and are subject to greater market fluctuations as a result of changes
in interest rates. However, calculations of maturity and duration
may be based on estimates and may not reliably predict a security’s price
sensitivity to changes in interest rates. In addition, different interest
rate
measures (such as short- and long-term interest rates and U.S. and non-U.S.
interest rates), or interest rates on different types of securities or
securities
of different issuers, may not necessarily change in the same amount or in the
same direction. Investments in fixed-income securities with very low or
negative interest rates may diminish a Fund’s yield and performance. Conversely,
if rising interest rates cause a Fund to lose value, a Fund could face
increased shareholder redemptions, which may lead to increased portfolio
turnover and transaction costs. An increase in shareholder redemptions
could also
force a Fund to liquidate investments at disadvantageous times or prices,
therefore adversely affecting a Fund as well as the value of your investment.
For fixed-income securities with variable or floating rates, the interest rates
reset when the specified index or reference rate changes. Fixed-income
securities are also subject to credit risk, which is the risk that the credit
strength of an issuer of a fixed-income security will weaken and/or that the
issuer will be unable or unwilling to make timely principal and interest
payments and that the security may go into default. In addition, there is
prepayment
risk, which is the risk that during periods of falling interest rates, certain
fixed-income securities with higher interest rates, such as mortgage-
and asset-backed securities, may be prepaid by their issuers thereby reducing
the amount of interest payments. This is similar to call risk,
which is
the risk that the issuer of a debt security may repay the security early. This
may result in a Fund not enjoying the increase in the security’s market
price that usually accompanies a decline in rates, and also having to reinvest
its proceeds in lower yielding securities. Fixed-income securities may also be
subject to valuation risk and liquidity risk. Valuation risk is the risk that
one or more of the fixed-income securities in which a Fund invests are priced
differently than the value realized upon such security’s sale. In times of
market instability, valuation may be more difficult. Liquidity risk is the
risk that
fixed-income securities may be difficult or impossible to sell at the time that
a Fund would like or at the price the sub-advisor believes the security is
currently worth. To the extent a Fund invests in fixed-income securities in a
particular industry or economic sector, its share values may fluctuate
in response to events affecting that industry or sector.
Securities
underlying mortgage- and asset-backed securities, which may include subprime
mortgages, also may be subject to a higher degree of credit risk,
valuation risk, and liquidity risk. To the extent that a Fund invests in
derivatives tied to fixed-income securities, such Fund may be more substantially
exposed to these risks than a portfolio that does not invest in such
derivatives.
Fixed-income
securities are also subject to market risk. The market for certain fixed-income
securities may become illiquid under adverse market or economic
conditions independent of any specific adverse changes in the conditions of a
particular issuer. Recent and potential future changes in government
monetary policy may also affect the level of interest rates. A Fund may be
subject to heightened interest rate risk in times of monetary policy
change and uncertainty, such as when the Federal Reserve ends a quantitative
easing program and/or raises interest rates. The end of quantitative
easing and/or rising interest rates may expose fixed-income markets to increased
volatility and may reduce the liquidity of certain investments.
These developments could cause a Fund’s NAV to fluctuate or make it more
difficult for a Fund to accurately value its securities. The amount of
assets deemed illiquid remaining within a Fund may also increase, making it more
difficult to meet shareholder redemptions and further adversely
affecting the value of a Fund.
In
addition, specific types of fixed-income securities in which a Fund may invest
are subject to the risks described elsewhere in this SAI. See
“High-Yield Bonds”
disclosure below for the risks associated with low-quality, high-risk corporate
bonds, a type of fixed-income security.
■ |
Corporate
Debt and Other Fixed-Income Securities.
Typically, the values of fixed income securities change inversely with
prevailing interest rates. Therefore,
a fundamental risk of fixed income securities is interest rate risk, which
is the risk that their value generally will decline as prevailing
interest
rates rise, which may cause a Fund’s NAV to likewise decrease, and vice
versa. How specific fixed income securities may react to changes in
interest
rates will depend on the specific characteristics of each security. For
example, while securities with longer maturities tend to produce higher
yields,
they also tend to be more sensitive to changes in prevailing interest
rates. They are therefore more volatile than shorter-term securities and
are subject
to greater market fluctuations as a result of changes in interest rates.
Fixed income securities are also subject to credit risk, which is the risk
that
the credit strength of an issuer of a fixed income security will weaken
and/or that the issuer will be unable to make timely principal and
interest payments,
and that the security may go into default.
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High-Yield
Bonds.
High-yield, non-investment grade bonds (also known as “junk bonds”) are
low-quality, high-risk corporate bonds that generally offer
a high level of current income. These bonds are considered speculative
with respect to the issuer’s ability to pay interest and repay principal
by rating
organizations. For example, Moody’s, S&P Global, and Fitch, Inc.
currently rate them below Baa3, BBB- and BBB-, respectively. Please see
“Appendix
A: Ratings Definitions” below for an explanation of the ratings applied to
high-yield bonds. High-yield bonds are often issued as a result
of
corporate restructurings, such as leveraged buyouts, mergers,
acquisitions, or other similar events. They may also be issued by smaller,
less creditworthy
companies or by highly leveraged firms, which are generally less able to
make scheduled payments of interest and principal than more financially
stable firms. Because of their lower credit quality, high-yield bonds must
pay higher interest to compensate investors for the substantial
credit
risk they assume. Lower-rated securities are subject to certain risks that
may not be present with investments in higher-grade securities.
Investors
should consider carefully their ability to assume the risks associated
with lower-rated securities before investing in a Fund. The lower rating
of
certain high-yield corporate income securities reflects a greater
possibility that the financial condition of the issuer or adverse changes
in general economic
conditions may impair the ability of the issuer to pay income and
principal. Changes by rating agencies in their ratings of a fixed-income
security
also may affect the value of these investments; however, allocating
investments in a Fund among securities of different issuers should reduce
the
risks of owning any such securities separately. The prices of these
high-yield securities tend to be less sensitive to interest rate changes
than higher-rated
investments, but more sensitive to adverse economic changes or individual
corporate developments. During economic downturns, periods
of rising interest rates, or when inflation or deflation occurs, highly
leveraged issuers may experience financial stress that adversely affects
their
ability to service principal and interest payment obligations, to meet
projected business goals or to obtain additional financing, and the
markets for
their securities may be more volatile. They may also not have more
traditional methods of financing available to them and may be unable to
repay
debt at maturity by refinancing. In addition, lower-rated securities may
experience substantial price declines when there is an expectation that
issuers
of such securities might experience financial difficulties. As a result,
the yields on lower-rated securities can rise dramatically. However, the
higher
yields of high-yield securities may not reflect the value of the income
stream that holders of such securities may expect, but rather the risk
that
such securities may lose a substantial portion of their value as a result
of their issuer’s financial restructuring or default. If an issuer
defaults, a Fund
may incur additional expenses to seek recovery. Additionally, accruals of
interest income for a Fund may have to be adjusted in the event of
|
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default.
In the event of an issuer’s default, a Fund may write off prior income
accruals for that issuer, resulting in a reduction in a Fund’s current
dividend
payment. In the event of an in court or out of court restructuring of
high-yield bond in which a Fund invests, a Fund may acquire (and
subsequently
sell) equity securities or exercise warrants that it receives. In
addition, the market for high-yield securities generally is less robust
and active
than that for higher-rated securities, which may limit a Fund’s ability to
sell such securities at fair value in response to changes in the economy
or
financial markets and could make the valuation of these portfolio
securities more difficult. |
Foreign
Debt Securities — A
Fund may invest in foreign fixed and floating rate income securities (including
emerging market securities), all or a
portion of
which may be non-U.S. dollar denominated and which include: (a) debt obligations
issued or guaranteed by foreign national, provincial, state,
municipal or other governments with taxing authority or by their agencies or
instrumentalities, including Brady Bonds; (b) debt obligations of supranational
entities; (c) debt obligations of the U.S. Government issued in non-dollar
securities; (d) debt obligations and other fixed-income securities of foreign
corporate issuers (both dollar and non-dollar denominated); and (e) debt
obligations of U.S. corporate issuers (both Eurodollar and non-dollar
denominated). Foreign debt securities may be structured as fixed-, variable- or
floating-rate obligations, or as zero-coupon, pay-in-kind and step-coupon
securities. There is no
minimum rating criteria for a Fund’s investments in such securities. The cost
of servicing foreign debt will generally be
adversely affected by rising international interest rates, because many external
debt obligations bear interest at rates which are adjusted based upon
international
interest rates. A Fund’s foreign debt securities may be held outside of the
United States in the primary market for the securities in the custody of
certain eligible foreign banks and trust companies, as permitted under the
Investment Company Act. Investing in the securities of foreign
issuers
involves special considerations that are not typically associated with investing
in the securities of U.S. issuers and the risks similar to those of foreign
securities , such as the fact that foreign markets can be extremely volatile,
foreign debt securities may be less liquid than securities of U.S. issuers,
and transaction fees, custodial costs, currency conversion costs and other fees
are generally higher for foreign debt securities. See
“Foreign Securities”
and “Fixed-Income Investments” for a further discussion of these and other
risks.
In
addition, emerging markets are markets that have risks that are
different and higher than those in more developed markets.
Foreign
Securities — A
Fund may invest in U.S. dollar-denominated and non-U.S. dollar-denominated
equity and debt securities of foreign issuers and foreign
branches of U.S. banks, including negotiable CDs, bankers’ acceptances, and
commercial paper. Foreign issuers are issuers organized and doing business
principally outside the United States and include corporations, banks, non-U.S.
governments, and quasi-governmental organizations. While investments
in foreign securities are intended to reduce risk by providing further
diversification, such investments involve sovereign and other risks, in
addition to
the credit and market risks normally associated with domestic securities. These
additional risks may include: the possibility of adverse political
and economic developments (including political or social instability,
nationalization, expropriation, or confiscatory taxation), the impact of
economic,
political, social, diplomatic or other conditions or events (including, for
example, military confrontations and actions, war, other conflicts, terrorism,
and disease/virus outbreaks and epidemics); the potentially adverse effects of
unavailability of public information regarding issuers, less or less
reliable information about the securities and business operations of foreign
issuers, less governmental supervision and regulation of financial markets,
reduced liquidity of certain financial markets, and the lack of uniform
accounting, auditing, and financial reporting standards or the application
of standards that are different or less stringent than those applied in the
United States; different laws and customs governing securities purchases,
tracking and custody; the difficulty of predicting international trade patterns
and the possibility of exchange controls or limitations on the removal of
funds or assets; the impact of economic, political, social, diplomatic or other
conditions or events (including, for example, military confrontations
and actions, war, other conflicts, terrorism, and disease/virus outbreaks and
epidemics); and possibly more limited legal remedies and access to
the courts available to enforce a Fund’s rights as an investor. The prices of
such securities may be more volatile than those of domestic securities.
Equity securities may trade at price/earnings multiples higher than comparable
U.S. securities, and such levels may not be sustainable. The economies
of many of the countries in which a Fund may invest are not as developed as the
U.S. economy, and individual foreign economies can differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource self-sufficiency,
and balance of payments position. Certain such economies may rely heavily on
particular industries or foreign capital and are more vulnerable
to diplomatic developments, the imposition of economic sanctions against a
particular country or countries, changes in international trading patterns,
trade barriers, and other protectionist or retaliatory
measures.
Foreign
stock markets are generally not as developed or efficient as, and may be more
volatile than, those in the United States. While growing in volume,
they usually have substantially less trading volume than U.S. markets. As a
result, foreign securities may trade with less frequency and in less
volume than
domestic securities and therefore may exhibit greater or lower price volatility.
A Fund may be exposed to risks in the process of clearing and
settling trades and the holding of securities by foreign banks, agents and
depositories. Governments or trade groups may compel local agents to
hold
securities in designated depositories that are not subject to independent
evaluation. Additional costs associated with an investment in foreign
securities
may include higher custodial fees than apply to domestic custody arrangements
and transaction costs of foreign currency conversions. Investments
in emerging markets may be subject to greater custody risks than investments in
more developed markets. Foreign markets also have different
clearance and settlement procedures. In certain markets, there have been times
when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in settlement could result in temporary periods when a portion of
the assets of a Fund is not invested and no return is earned thereon. The
inability of a Fund to make intended security purchases due to settlement
problems could cause a Fund to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to settlement problems
could result in losses to a Fund due to subsequent declines in value of the
securities or, if a Fund has entered into a contract to sell the securities,
could result in possible liability to the purchaser. In addition, certain
foreign markets may institute share blocking, which is a practice under
which an
issuer’s securities are blocked from trading at the custodian or sub-custodian
level for a specified number of days before and, in certain instances,
after a shareholder meeting where a vote of shareholders takes place. The
blocking period can last up to several weeks. Share blocking may prevent a
Fund from buying or selling securities during this period, because during the
time shares are blocked, trades in such securities will not settle. It may be
difficult or impossible to lift blocking restrictions, with the particular
requirements varying widely by country. As a consequence of these restrictions,
the sub-advisor, on behalf of a Fund, may elect not to vote proxies in
markets that require share blocking. Interest rates prevailing in other
countries
may affect the prices of foreign securities and exchange rates for foreign
currencies. Local factors, including the strength of the local economy,
the demand for borrowing, the government’s fiscal and monetary policies, and the
international balance of payments, often affect interest rates in
other countries.
Economic
sanctions and other similar governmental actions could, among other things,
effectively restrict or eliminate a Fund’s ability to purchase or sell
foreign securities, and thus may prevent the Fund from making investments or
make the Fund’s investments in such securities less liquid or more difficult
to value. In addition, as a result of economic sanctions, a Fund may be forced
to sell or otherwise dispose of investments at inopportune times or prices,
which could result in losses to the Fund and increased transaction costs. These
conditions may be in place for a substantial period of time and enacted
with limited advance notice to a Fund. The risks posed by sanctions against a
particular foreign country, its nationals or industries or businesses
within the
country may be heightened to the extent a Fund invests significantly in the
affected country or region or in issuers from the affected country that depend
on global markets.
Investing
in foreign currency denominated securities involves not only the special risks
associated with investing in non-U.S. issuers, as described above, but also
the additional risks of adverse changes in foreign exchange rates and investment
or exchange control regulations, which could prevent cash from being
brought back to the United States. Additionally, dividends and interest payable
on foreign securities (and gains realized on disposition thereof)
may be subject to foreign taxes, including taxes withheld from those payments.
Some governments may impose a tax on purchases by foreign investors
of certain securities that trade in their country. Countries may amend or revise
their existing tax laws, regulations and/or procedures in the future,
possibly with retroactive effect. Changes in or uncertainties regarding the
laws, regulations or procedures of a country could reduce the after-tax
profits of a Fund, directly or indirectly, including by reducing the after-tax
profits of companies located in such countries in which a Fund invests, or
result in unexpected tax liabilities for a Fund. Commissions on foreign
securities exchanges are often at fixed rates and are generally higher
than those
negotiated commissions on U.S. exchanges, although the sub-advisor endeavors to
achieve the most favorable net results on portfolio transactions.
A Fund may
also invest in foreign “market access” investments, such as participatory notes,
low-exercise price options or warrants, equity-linked notes, or equity
swaps. These investments may provide economic exposure to an issuer without
directly holding its securities. For example, market access investments
may be used where regulatory or exchange restrictions make it difficult or
undesirable for a Fund to invest directly in an issuer’s common stock. Use
of market access investments may involve risks associated with derivative
investments, which are discussed in “Derivatives.” Market access investments
can be either exchange-traded or over-the-counter. Certain market access
investments can be subject to the credit risk of both the underlying
issuer and a counterparty. Holders of certain market access investments might
not have voting, dividend, or other rights associated with shareholders
of the referenced securities. Holders of market access investments might not
have any right to make a claim against an issuer or counterparty
in the event of their bankruptcy or other restructuring. It may be more
difficult or time consuming to dispose of certain market access investments
than the referenced security.
A Fund may
be subject to the risk that its share price may be exposed to arbitrage attempts
by investors seeking to capitalize on differences in the values of
foreign securities trading on foreign exchanges that may close before the time a
Fund’s net asset value is determined. If such arbitrage attempts
are successful, a Fund’s net asset value might be diluted.
The use of
fair value pricing in certain circumstances may help deter such arbitrage
activities. The effect of such fair value pricing is that foreign securities
may not be priced on the basis of quotations from the primary foreign securities
market in which they are traded, but rather may be fair valued. As
such, fair value pricing is based on subjective judgment and it is possible that
fair value may differ materially from the value realized on a sale of a
foreign security. It is also possible that use of fair value pricing will limit
an investment adviser’s ability to implement a Fund’s investment strategy
(e.g., reducing the volatility of a Fund’s share price) or achieve its
investment objective. Redemption fees and the Funds’ market timing and
frequent
trading policies and procedures also are intended to help deter arbitrage
activities.
■ |
Emerging
Market Securities. A
Fund may invest in emerging market securities. A Fund may consider a
country to be an emerging market country based
on a number of factors including, but not limited to, if the country is
classified as an emerging or developing economy by any supranational
organization
such as the World Bank, International Finance Corporation or the United
Nations, or related entities, or if the country is considered an
emerging
market country for purposes of constructing emerging markets indices.
Investments in emerging market country securities involve special
risks.
The economies, markets and political structures of a number of the
emerging market countries in which a Fund can invest do not compare
favorably
with the United States and other mature economies in terms of wealth and
stability. Therefore, investments in these countries may be riskier,
and will be subject to erratic and abrupt price movements. These risks are
discussed below. Economies: The
economies of emerging market countries may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross
domestic product, rate of inflation, currency depreciation, reliable
access to capital, capital reinvestment, resource self-sufficiency,
balance of payments
and trade difficulties. Some economies are less well developed and less
diverse (for example, Latin America, Eastern Europe and certain
Asian
countries), and may be heavily dependent upon international trade, as well
as the economic conditions in the countries with which they trade.
Such
economies accordingly have been, and may continue to be, adversely
affected by trade barriers, exchange controls, managed adjustments in
relative
currency values and other protectionist or retaliatory measures imposed or
negotiated by the countries with which they trade. Similarly, many
of
these countries have historically experienced, and may continue to
experience, high rates of inflation, high interest rates, exchange rate
fluctuations,
large amounts of national and external debt, severe recession, and extreme
poverty and unemployment. The economies of emerging market
countries may be based predominately on only a few industries or may be
dependent on revenues from participating commodities or on international
aid or developmental assistance. Emerging market economies may develop
unevenly or may never fully develop. Investments in countries
that have recently begun moving away from central planning and state-owned
industries toward free markets, such as the Eastern European,
Russian or Chinese economies, should be regarded as
speculative. Governments:
Emerging markets may have uncertain national policies and social,
political and economic instability. While government involvement
in
the private sector varies in degree among emerging market countries, such
involvement may in some cases include government ownership of companies
in certain sectors, wage and price controls or imposition of trade
barriers and other protectionist measures. In the past, governments of
such
nations have expropriated substantial amounts of private property, and
most claims of the property owners have never been fully settled. There
is no
assurance that such expropriations will not reoccur. In addition, there is
no guarantee that some future economic or political crisis will not lead
to
price controls, forced mergers of companies, confiscatory taxation or
creation of government monopolies to the possible detriment of a Fund’s
investments.
In such event, it is possible that a Fund could lose the entire value of
its investments in the affected markets. |
|
Emerging
market countries may have national policies that limit a Fund’s investment
opportunities such as restrictions on investment in issuers or
industries
deemed sensitive to national interests. Repatriation of investment income,
capital and the proceeds of sales by foreign investors may require
governmental registration and/or approval in some emerging market
countries. In addition, if a Fund invests in a market where restrictions
are
considered acceptable, a country could impose new or additional
repatriation restrictions after investment that are unacceptable. This
might require,
among other things, applying to the appropriate authorities for a waiver
of the restrictions or engaging in transactions in other markets
designed
to offset the risks of decline in that country. Further, some attractive
securities may not be available, or may require a premium for purchase,
due to foreign shareholders already holding the maximum amount legally
permissible. In addition to withholding taxes on investment income,
some countries with emerging capital markets may impose differential
capital gain taxes on foreign investors. An
issuer or governmental authority that controls the repayment of an
emerging market country’s debt may not be able or willing to repay the
principal
and/or interest when due in accordance with the terms of such debt. A
debtor’s willingness or ability to repay principal and interest due in a
timely
manner may be affected by, among other factors, its cash flow situation,
and, in the case of a government debtor, the extent of its foreign
reserves,
the availability of sufficient foreign exchange on the date a payment is
due, the relative size of the debt service burden to the economy as a
whole
and the political constraints to which a government debtor may be subject.
Government debtors may default on their debt and may also be dependent
on expected disbursements from foreign governments, multilateral agencies
and others abroad to reduce principal and interest arrearages
on their debt. Holders of government debt may be requested to participate
in the rescheduling of such debt and to extend further loans to
government debtors. There may be limited legal recourse against the issuer
and/or guarantor. Remedies must, in some cases, be pursued in the
courts
of the defaulting party itself, and the ability of the holder of foreign
government fixed-income securities to obtain recourse may be subject to
the
political climate in the relevant country. In addition, no assurance can
be given that the holders of commercial bank debt will not contest
payments
to the holders of other foreign government debt obligations in the event
of default under their commercial bank loan agreements. Capital
Markets: The
capital markets in emerging market countries may be underdeveloped. They
may have low or non-existent trading volume, resulting
in a lack of liquidity and increased volatility in prices for such
securities, as compared to securities from more developed capital markets.
Emerging
market securities may be substantially less liquid and more volatile than
those of mature markets, and securities may be held by a limited
number
of investors. This may adversely affect the timing and pricing of a Fund’s
acquisition or disposal of securities. There may be less publicly
available
information about emerging markets than would be available in more
developed capital markets, and such issuers may not be subject to
accounting,
auditing and financial reporting standards and requirements comparable to
those to which U.S. companies are subject. In certain countries
with emerging capital markets, reporting standards vary widely. As a
result, traditional investment measurements used in the U.S., may not
be
applicable. Investing in certain countries with emerging capital markets
may entail purchasing securities issued by or on behalf of entities that
are insolvent,
bankrupt, in default or otherwise engaged in an attempt to reorganize or
reschedule their obligations, and in entities that have little or no
proven
credit rating or credit history. In any such case, the issuer’s poor or
deteriorating financial condition may increase the likelihood that the
investing
Fund will experience losses or diminution in available gains due to
bankruptcy, insolvency or fraud. There may also be custodial restrictions
or
other non-U.S. or U.S. governmental laws or restrictions applicable to
investments in emerging market countries. Practices
in relation to settlement of securities transactions in emerging markets
involve higher risks than those in developed markets, in part because
a Fund may use brokers and counterparties that are less well capitalized,
and custody and registration of assets in some countries may be
unreliable.
Supervisory authorities also may be unable to apply standards comparable
to those in developed markets. Thus, there may be risks that settlement
may be delayed and that cash or securities belonging to a Fund may be in
jeopardy because of failures of or defects in the systems. In particular,
market practice may require that payment be made before receipt of the
security being purchased or that delivery of a security be made
before
payment is received. In such cases, default by a broker or bank (the
“counterparty”) through whom the transaction is effected might
cause a Fund
to suffer a loss. There can be no certainty that a Fund will be
successful in eliminating counterparty risk, particularly as
counterparties operating in
emerging market countries frequently lack the substance or financial
resources of those in developed countries. There may also be a danger
that, because
of uncertainties in the operation of settlement systems in individual
markets, competing claims may arise with respect to securities held by
or to
be transferred to a Fund. Regulatory
authorities in some emerging markets currently do not provide the Public
Company Accounting Oversight Board with the ability to inspect
public accounting firms as required by U.S. law, including sufficient
access to inspect audit work papers and practices, or otherwise do not
cooperate
with U.S. regulators, which potentially could expose investors to
significant risks. Legal
Systems:
Investments in emerging market countries may be affected by the lack, or
relatively early development, of legal structures governing private
and foreign investments and private property. Such capital markets are
emerging in a dynamic political and economic environment brought
about
by events over recent years that have reshaped political boundaries and
traditional ideologies. Many emerging market countries have little
experience
with the corporate form of business organization and may not have
well-developed corporation and business laws or concepts of fiduciary
duty in the business context. The organizational structures of certain
issuers in emerging markets may limit investor rights and
recourse. A Fund
may encounter substantial difficulties in obtaining and enforcing
judgments against individuals and companies located in certain emerging
market
countries, either individually or in combination with other shareholders.
It may be difficult or impossible to obtain or enforce legislation or
remedies
against governments, their agencies and sponsored entities. Additionally,
in certain emerging market countries, fraud, corruption and attempts
at market manipulation may be more prevalent than in developed market
countries. Shareholder claims that are common in the U.S. and are
generally viewed as determining misconduct, including class action
securities law and fraud claims, generally are difficult or impossible to
pursue as a
matter of law or practicality in many emerging markets. The
laws in certain countries with emerging capital markets may be based upon
or be highly influenced by religious codes or rules. The interpretation
of how these laws apply to certain investments may change over time, which
could have a negative impact on those investments and a
Fund. Russia
launched a large-scale invasion of Ukraine on February 24, 2022. The
extent and duration of the military action, resulting sanctions and
resulting
future market disruptions, including declines in its stock markets and the
value of the ruble against the U.S. dollar, are impossible to predict,
but
could be significant. Any such disruptions caused by Russian military
action or other actions (including cyberattacks and espionage) or
resulting actual
and threatened responses to such activity, including purchasing and
financing restrictions, boycotts or changes in consumer or purchaser
preferences,
sanctions, tariffs or cyberattacks on the Russian government, Russian
companies or Russian individuals, including politicians, may impact
|
|
Russia’s
economy and Russian issuers of securities in which a Fund invests. Actual
and threatened responses to such activity, including purchasing
restrictions,
sanctions, tariffs or cyberattacks on the Russian government or Russian
companies, may impact Russia’s economy and Russian issuers of securities
in which a Fund invests. Actual and threatened responses to such military
action may also impact the markets for certain Russian commodities,
such as oil and natural gas, as well as other sectors of the Russian
economy, and may likely have collateral impacts on such sectors
globally,
and may negatively affect global supply chains, inflation and global
growth. These and any related events could significantly impact a Fund’s
performance
and the value of an investment in a Fund, even if a Fund does not have
direct exposure to Russian issuers or issuers in other countries
affected
by the invasion. Governments
in the United States and many other countries (collectively, the
“Sanctioning Bodies”) have imposed economic sanctions, which can
consist
of prohibiting certain securities trades, certain private transactions in
the energy sector, asset freezes and prohibition of all business, against
certain
Russian individuals, including politicians, and Russian corporate and
banking entities. The Sanctioning Bodies, or others, could also institute
broader
sanctions on Russia, including banning Russia from global payments systems
that facilitate cross-border payments. These sanctions, or even
the
threat of further sanctions, may result in the decline of the value and
liquidity of Russian securities, a weakening of the ruble or other adverse
consequences
to the Russian economy. These sanctions could also result in the immediate
freeze of Russian securities and/or funds invested in prohibited
assets, impairing the ability of a Fund to buy, sell, receive or deliver
those securities and/or assets. Sanctions could also result in Russia
taking
counter measures or retaliatory actions which may further impair the value
and liquidity of Russian securities. |
■ |
European
Securities. A
Fund’s performance may be affected by political, social and economic
conditions in Europe, such as growth of economic output
(the gross national product), the rate of inflation, the rate at which
capital is reinvested into European economies, the success of governmental
actions to reduce budget deficits, the resource self-sufficiency of
European countries and conflict between European countries. Most
developed
countries in Western Europe are members of the European Union (“EU”), and
many are also members of the European Economic and Monetary
Union (“EMU” or “Eurozone”). The EMU is comprised of EU members that have
adopted the euro currency. Member states relinquish control
of their own monetary policies. The EMU requires Eurozone countries to
comply with restrictions on interest rates, deficits, debt levels, and
inflation
rates; fiscal and monetary controls; and other factors, each of which may
significantly impact every European country and their economic
partners,
including those countries that are not members of the EMU. Changes in
imports or exports, changes in governmental or EU regulations on
trade,
changes in the exchange rate of the euro (the common currency of the EU),
the threat of default or actual default by one or more EU member
states
on its sovereign debt, and/or an economic recession in one or more EU
member states may have a significant adverse effect on the economies
of
other EU member states and their trading partners. The
European financial markets have experienced and may continue to experience
volatility and adverse trends due to concerns relating to economic
downturns;
rising government debt levels and the possible default on government debt;
national unemployment in several European countries, including,
but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland,
Italy, Portugal, Spain and Ukraine; and, most recently, the COVID-19
pandemic
and the Russian invasion of Ukraine. These events have adversely affected
the exchange rate of the euro and may continue to significantly
affect
European countries. Responses to financial problems by European
governments, central banks, and others, including austerity measures and
other
reforms, may not produce the desired results, may result in social unrest
and may limit future growth and economic recovery or may have unintended
consequences. In addition, one or more countries may abandon the euro
and/or withdraw from the EU. The impact of these actions, especially
if they occur in a disorderly fashion, could be significant and
far-reaching. Many
EU nations are susceptible to economic risks associated with high levels
of debt. Non-governmental issuers, and even certain governments,
have
defaulted on, or been forced to restructure, their debts, and other
issuers have faced difficulties obtaining credit or refinancing existing
obligations.
A default or debt restructuring by any European country could adversely
impact holders of that country’s debt and sellers of credit default
swaps linked to that country’s creditworthiness, which may be located in
other countries. Such a default or debt restructuring could affect
exposures
to other EU countries and their companies as well. Further defaults on, or
restructurings of, the debt of governments or other entities could
have additional adverse effects on economies, financial markets and asset
valuations around the world. In
addition, issuers have faced difficulties obtaining credit or refinancing
existing obligations; financial institutions have in many cases required
government
or central bank support, have needed to raise capital and/or have been
impaired in their ability to extend credit; and financial markets in
Europe
and elsewhere have experienced extreme volatility and declines in asset
values and liquidity. Furthermore, certain EU countries have had to
accept
assistance from supranational agencies such as the International Monetary
Fund, the European Stability Mechanism or others. The European
Central
Bank has also intervened to purchase Eurozone debt in an attempt to
stabilize markets and reduce borrowing costs. There can be no assurance
that any creditors or supranational agencies will continue to intervene or
provide further assistance, and markets may react adversely to
any
expected reduction in the financial support provided by these
creditors. Certain
European countries have experienced negative interest rates on certain
fixed-income instruments. A negative interest rate is an unconventional
central bank monetary policy tool where nominal target interest rates are
set with a negative value (i.e., below zero percent) intended
to help create self-sustaining growth in the local economy. Negative
interest rates may result in heightened market volatility and may
detract
from a Fund’s performance to the extent a Fund is exposed to such interest
rates. Secessionist
movements, such as the Catalan separatist movement in Spain, the
independence movement in Scotland, and the Flemish movement in
Belgium,
as well as government or other responses to such movements, may create
instability and uncertainty in the region. In addition, the national
politics
of European countries have been unpredictable and subject to influence by
disruptive political groups and ideologies. European governments
may
be subject to change and such countries may experience social and
political unrest. Unanticipated or sudden political or social developments
may
result in sudden and significant investment losses. The occurrence of
terrorist incidents throughout Europe also could impact financial markets.
The
impact of these or other events is not clear but could be significant and
far-reaching and materially impact the value and liquidity of a Fund’s
investments. Russia’s
war with Ukraine has negatively impacted European economic activity. The
effects on the economies of European countries of the Russia/Ukraine
war and Russia’s response to sanctions imposed by the U.S. and other
countries are impossible to predict, but have been and could continue
to be
significant. For example, exports in Eastern Europe have been disrupted
for certain key commodities, pushing commodity prices to record
highs,
and energy prices in Europe have increased
significantly. |
■ |
Pacific
Basin Securities.
Many Asian countries may be subject to a greater degree of social,
political and economic instability than is the case in the U.S.
and Western European countries. Such instability may result from, among
other things, (i) authoritarian governments or military involvement in
political
and economic decision-making, including changes in government through
extra-constitutional means; (ii) popular unrest associated with
demands
for improved political, economic and social conditions; (iii) internal
insurgencies; (iv) hostile relations with neighboring countries; and (v)
ethnic,
religious and racial disaffection. In addition, the Asia-Pacific
geographic region has historically been prone to natural disasters. The
occurrence of a
natural disaster in the region, including the subsequent recovery, could
negatively impact the economy of any country in the region. The
existence
of overburdened infrastructure and obsolete financial systems also
presents risks in certain Asian countries, as do environmental
problems. The
economies of most of the Asian countries are heavily dependent on
international trade and are accordingly affected by protective trade
barriers and
the economic conditions of their trading partners, principally, the U.S.,
Japan, China and the EU. The enactment by the U.S. or other principal
trading
partners of protectionist trade legislation, reduction of foreign
investment in the local economies and general declines in the
international securities
markets could have a significant adverse effect upon the securities
markets of the Asian countries. The economies of certain Asian
countries
may depend to a significant degree upon only a few industries and/or
exports of primary commodities and, therefore, are vulnerable to
changes
in commodity prices that, in turn, may be affected by a variety of
factors. In addition, certain developing Asian countries, such as the
Philippines
and India, are especially large debtors to commercial banks and foreign
governments. Many of the Pacific Basin economies may be intertwined,
so an economic downturn in one country may result in, or be accompanied
by, an economic downturn in other countries in the region. Furthermore,
many of the Pacific Basin economies are characterized by high inflation,
underdeveloped financial services sectors, heavy reliance on international
trade, frequent currency fluctuations, devaluations, or restrictions,
political and social instability, and less efficient
markets. The
securities markets in Asia are substantially smaller, less liquid and more
volatile than the major securities markets in the U.S., and some of the
stock
exchanges in the region are in the early stages of their development, as
compared to the stock exchanges in the U.S. Equity securities of many
companies
in the region may be less liquid and more volatile than equity securities
of U.S. companies of comparable size. Additionally, many companies
traded on stock exchanges in the region are smaller and less seasoned than
companies whose securities are traded on stock exchanges in the
U.S. A high proportion of the shares of many issuers may be held by a
limited number of persons and financial institutions, which may limit the
number
of shares available for investment by a Fund. In some countries, there is
no established secondary market for securities. Therefore, liquidity
of
securities may be generally low and transaction costs generally high.
Similarly, volume and liquidity in the bond markets in Asia are less than
in the U.S.
and, at times, price volatility can be greater than in the U.S. A limited
number of issuers in Asian securities markets may represent a disproportionately
large percentage of market capitalization and trading value. The limited
liquidity of securities markets in Asia may also affect a Fund’s
ability to acquire or dispose of securities at the price and time it
wishes to do so. In addition, the Asian securities markets are susceptible
to being
influenced by large investors trading significant blocks of
securities. |
|
The
legal systems in certain developing market Pacific Basin countries also
may have an adverse impact on a Fund. For example, while the potential
liability
of a shareholder in a U.S. corporation with respect to acts of the
corporation is generally limited to the amount of the shareholder’s
investment,
the notion of limited liability is less clear in certain Pacific Basin
countries. Similarly, the rights of investors in Pacific Basin companies
may be
more limited than those of shareholders of U.S. corporations. It may be
difficult or impossible to obtain and/or enforce a judgment in a Pacific
Basin
country. |
|
Many
stock markets are undergoing a period of growth and change which may
result in trading volatility and difficulties in the settlement and
recording
of transactions, and in interpreting and applying the relevant law and
regulations. With respect to investments in the currencies of Asian
countries,
changes in the value of those currencies against the U.S. dollar will
result in corresponding changes in the U.S. dollar value of a Fund’s
assets
denominated in those currencies. Certain developing economies in the
Asia-Pacific region have experienced currency fluctuations, devaluations,
and restrictions; unstable employment rates; rapid fluctuation in, among
other things, inflation and reliance on exports; and less efficient
markets. Currency fluctuations or devaluations in any one country can have
a significant effect on the entire Asia Pacific region. Holding
securities
in currencies that are devalued (or in companies whose revenues are
substantially in currencies that are devalued) will likely decrease the
value
of a Fund’s investments. Some developing Asian countries prohibit or
impose substantial restrictions on investments in their capital markets,
particularly
their equity markets, by foreign entities such as a Fund. For example,
certain countries may require governmental approval prior to investments
by foreign persons or limit the amount of investment by foreign persons in
a particular company or limit the investment by foreign persons
to only a specific class of securities of a company which may have less
advantageous terms (including price and shareholder rights) than
securities
of the company available for purchase by nationals of the relevant
country. There can be no assurance that a Fund will be able to obtain
required
governmental approvals in a timely manner. In addition, changes to
restrictions on foreign ownership of securities subsequent to a Fund’s
purchase
of such securities may have an adverse effect on the value of such shares.
Certain countries may restrict investment opportunities in issuers
or
industries deemed important to national
interests. |
Illiquid
and Restricted Securities —
Generally, an illiquid asset is an asset that a Fund reasonably expects cannot
be sold or disposed of in current market
conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment. Historically,
illiquid
securities have included securities that have not been registered under the
Securities Act, securities that are otherwise not readily marketable,
and
repurchase agreements having a remaining maturity of longer than seven calendar
days.
Securities
that have not been registered under the Securities Act are referred to as
private placements or restricted securities and are purchased directly
from the
issuer or in the secondary market. Such securities include those sold in private
placement offerings made in reliance on the “private placement”
exemption from registration afforded by Section 4(a)(2) of the Securities Act,
and resold to qualified institutional buyers pursuant to Rule 144A under
the Securities Act (“Section 4(a)(2) securities”). Such securities are
restricted as to disposition under the federal securities laws, and generally
are sold to institutional investors, such as a Fund, that agree they are
purchasing the securities for investment and not with an intention to
distribute
to the public. These securities may be sold only in a privately negotiated
transaction or pursuant to an exemption from registration.
A large
institutional market exists for certain securities that are not registered under
the Securities Act, including repurchase agreements, commercial paper,
foreign securities, municipal securities and corporate bonds and notes. Section
4(a)(2) securities normally are resold to other institutional investors
through or with the assistance of the issuer or dealers that make a market in
the Section 4(a)(2) securities, thus providing liquidity.
Institutional
investors depend on an efficient institutional market in which the unregistered
security can be readily resold or on an issuer’s ability to honor a
demand for repayment. Rule 144A under the Securities Act is designed to
facilitate efficient trading among institutional investors by permitting
the sale of certain unregistered securities to qualified institutional buyers.
To the extent privately placed securities held by a Fund qualify under Rule
144A and an institutional market develops for those securities, a Fund likely
will be able to dispose of the securities without registering them under
the Securities Act. To the extent that institutional buyers are uninterested in
purchasing restricted securities, a Fund’s investment in such securities
could have the effect of reducing a Fund’s liquidity. A determination could be
made that certain securities qualified for trading under Rule 144A are
liquid. In addition to Rule 144A, Regulation S under the Securities Act permits
the sale abroad of securities that are not registered for sale in the United
States and includes a provision for U.S. investors, such as a Fund, to purchase
such unregistered securities if certain conditions are met.
Limitations
on resale may have an adverse effect on the marketability of portfolio
securities, and a Fund might be unable to dispose of restricted or other
illiquid securities promptly or at reasonable prices and might thereby
experience difficulty satisfying redemptions within seven calendar days.
However,
the fact that there are contractual or legal restrictions on resale of such
investments to the general public or to certain institutions may not be
indicative
of their liquidity. In addition, a Fund may get only limited information about
an issuer of such a security, so it may be less able to predict a loss. A
Fund also might have to register such restricted securities in order to dispose
of them, resulting in additional expense and delay. Adverse market conditions
could impede such a public offering of securities. The illiquidity of the
market, as well as the lack of publicly available information regarding
these
securities, also may make it difficult to determine a fair value for certain
securities for purposes of computing a Fund’s NAV.
Inflation-Indexed
Securities —
Inflation-indexed securities, also known as “inflation-protected securities,”
are fixed-income
instruments structured such that
their interest payments and principal amounts are adjusted to keep up with
inflation. Two structures are common. The U.S. Treasury and some other
issuers use a structure that accrues inflation into the principal value of the
bond. Other issuers pay out the index-based accruals as part of its coupon.
The U.S. Treasury is obligated to repay at least the greater of the original
principal value or accrued principal value at maturity for inflation-indexed
securities issued directly by the U.S. Government, which are referred to as
“U.S. Treasury Inflation Protected Securities,” or “TIPS,” and are
backed by the full faith and credit of the U.S. Government. However,
inflation-indexed securities of other issuers may or may not have the
same
principal guarantee and may repay an amount less than the original principal
value at maturity. If inflation is lower than expected during the period a
Fund holds the security, a Fund may earn less on it than on a conventional bond.
Inflation-indexed securities are expected to react primarily to changes in
the “real” interest rate (i.e., the nominal, or stated, rate less the rate of
inflation), while a typical bond reacts to changes in the nominal interest
rate. Accordingly, inflation-indexed securities have characteristics of
fixed-rate U.S. Treasury securities having a shorter duration. Changes in
market
interest rates from causes other than inflation will likely affect the market
prices of inflation-indexed securities in the same manner as conventional
bonds. Any increase in the principal amount of an inflation-indexed debt
security will be considered ordinary income, even though a Fund will not
receive the principal until maturity. Thus, a Fund could be required, at times,
to liquidate other investments in order to satisfy its distribution requirements.
There can
be no assurance that the inflation index used will accurately measure the real
rate of inflation in the prices of goods and services. A Fund’s investments
in inflation-indexed securities may lose value in the event that the actual rate
of inflation is different than the rate of the inflation index. In addition,
inflation-indexed securities are subject to risks related to the
discontinuation, substitution or fundamental alteration of the Consumer Price
Index for
All Urban Consumers (the index used for U.S. TIPS) or other relevant pricing
indices. Such alteration, which could be effected by legislation or Executive
Order, could be materially adverse to the interests of an investor in the
securities or substituted with an alternative index. In periods of deflation
when the inflation rate is declining, the principal value of an
inflation-indexed security will be adjusted downward. This will result in a
decrease in
the interest payments thereon, but holders at maturity receive no less than par
value. However, if a Fund purchases inflation-indexed securities
in the secondary market whose principal values have been adjusted upward due to
inflation since issuance, a Fund may experience a loss if there is a
subsequent period of deflation.
Interfund
Lending — Pursuant
to an order issued by the SEC, the Funds may participate in a credit facility
whereby each Fund, under certain conditions,
is permitted to lend money directly to and borrow directly from other funds
under the Manager’s management for temporary purposes. The credit
facility is administered by a credit facility team consisting of professionals
from the Manager’s asset management, compliance, and accounting departments,
who report on credit facility activities to the Board. The credit facility can
provide a borrowing fund with savings at times when the cash position of
a Fund is insufficient to meet temporary cash requirements. This situation could
arise when shareholder redemptions exceed anticipated volumes and
a Fund has insufficient cash on hand to satisfy such redemptions, or when sales
of securities do not settle as expected, resulting in a cash shortfall
for a Fund. When a Fund liquidates portfolio securities to meet redemption
requests, it often does not receive payment in settlement for up to two days
(or longer for certain foreign transactions). However, redemption requests
normally are satisfied the next business day. The credit facility provides a
source of immediate, short-term liquidity pending settlement of the sale of
portfolio securities. Although the credit facility may reduce a Fund’s need
to borrow from banks, a Fund remains free to establish and utilize lines of
credit or other borrowing arrangements with banks.
Issuer
Risk — The
value of an investment may decline for a number of reasons which directly relate
to the issuer, such as management performance, financial
leverage and reduced demand for the issuer’s goods or services, as well as the
historical and prospective earnings of the issuer and the value of its
assets.
Leverage
Risk —
Borrowing transactions, reverse repurchase agreements, certain derivatives
transactions, securities lending transactions and other investment
transactions such as when-issued, delayed-delivery, or forward commitment
transactions may create investment leverage. When a Fund engages in
transactions that have a leveraging effect on a Fund’s investment, the value of
a Fund will be potentially more volatile and all other risks will tend to be
compounded. This is because leverage generally creates investment risk with
respect to a larger base of assets than a Fund would otherwise have and so
magnifies the effect of any increase or decrease in the value of a Fund’s
underlying assets. The use of leverage is considered to be a speculative
investment practice and may result in losses to a Fund. Certain derivatives have
the potential for unlimited loss, regardless of the size of the initial
investment. The use of leverage may cause a Fund to liquidate positions when it
may not be advantageous to do so to satisfy repayment, interest payment, or
margin obligations or to meet asset segregation or coverage
requirements.
Model
and Data Risk — The
sub-advisor relies heavily on proprietary mathematical quantitative models
(each, a “Model”) and data developed both by the
sub-advisor and those supplied by third parties (collectively, “Data”) rather
than granting trade-by-trade discretion to the sub-advisor’s investment
professionals. In combination, Models and Data are used to construct investment
decisions, to value potential
investments for
trading purposes,
to provide
risk management insights and to assist in hedging a Fund’s
positions and investments. Models and Data are known to have errors,
omissions,
imperfections and malfunctions (collectively, “System Events”).
The
sub-advisor seeks to reduce the incidence and impact of System Events, to the
extent feasible, through a combination of internal testing, simulation,
real-time monitoring, use of independent safeguards in the overall portfolio
management process and often in the software code itself. Despite
such testing, monitoring and independent safeguards, System Events will result
in, among other things, the execution of unanticipated trades, the failure
to execute anticipated trades, delays in the execution of anticipated trades,
the failure to properly allocate trades, the failure to properly gather and
organize available data, the failure to take certain hedging or risk reducing
actions and/or the taking of actions which increase certain risk(s) - all of
which may have materially adverse effects on a Fund. System Events in
third-party provided Data are generally entirely outside of the control of
the
sub-advisor. The research and modeling processes engaged in by the sub-advisor
on behalf of a Fund are extremely complex and involve the use of
financial,
economic, econometric and statistical theories, research and modeling; the
results of this investment approach must then be translated into computer
code. Although the sub-advisor seeks to hire individuals skilled in each of
these functions and to provide appropriate levels of oversight and employ
other mitigating measures and processes, the complexity of the individual tasks,
the difficulty of integrating such tasks, and the limited ability to perform
“real world” testing of the end product, even with simulations and similar
methodologies, raise the chances that Model code may contain one or more
coding errors, thus potentially resulting in a System Event and further, one or
more of such coding errors could adversely affect investment performance.
The
investment strategies of the sub-advisor are highly reliant on the gathering,
cleaning, culling and performing of analysis of large amounts of Data.
Accordingly,
Models rely heavily on appropriate Data inputs. However, it is impossible and
impracticable to factor all relevant, available Data into forecasts,
investment decisions and other parameters of the Models. The sub-advisor will
use its discretion to determine what Data to gather with respect to
each investment strategy and what subset of that Data the Models take into
account to produce forecasts which may have an impact on ultimate
investment decisions. In addition, due to the automated nature of Data
gathering, the volume and depth of Data available, the complexity and often
manual nature of Data cleaning, and the fact that the substantial majority of
Data comes from third-party sources, it is inevitable that not all desired
and/or relevant Data will be available to, or processed by, the sub-advisor at
all times. Irrespective of the merit, value and/or strength of a particular
Model, it will not perform as designed if incorrect Data is fed into it which
may lead to a System Event potentially subjecting a Fund to a loss.
Further,
even if Data is input correctly, “model prices” anticipated by the Data through
the Models may differ substantially from market prices, especially
for financial instruments with complex characteristics, such as derivatives, in
which a Fund may invest. Where incorrect or incomplete Data is
available,
the sub-advisor may, and often will, continue to generate forecasts and make
investment decisions based on the Data available to it. Additionally,
the sub-advisor may determine that certain available Data, while potentially
useful in generating forecasts and/or making investment decisions,
is not cost effective to gather due to, among other factors, the technology
costs or third-party vendor costs and, in such cases, the sub-advisor
will not utilize such Data. The sub-advisor has full discretion to select the
Data it utilizes. The sub-advisor may elect to use or may refrain from using
any specific Data or type of Data in generating forecasts or making trading
decisions with respect to the Models. The Data utilized in generating
forecasts or making trading decisions underlying the Models may not be (i) the
most accurate data available or (ii) free of errors. The Data set used in
connection with the Models is limited. The foregoing risks associated with
gathering, cleaning, culling and analysis of large amounts of Data are an
inherent part of investing with a quantitative, process-driven, systematic
adviser such as the sub-advisor.
When Models
and Data prove to be incorrect, misleading or incomplete, any decisions made in
reliance thereon expose a Fund to potential losses and such losses
may be compounded over time. For example, by relying on Models and Data, the
sub-advisor may be induced to buy certain investments at prices that
are too high, to sell certain other investments at prices that are too low, or
to miss favorable opportunities altogether. Similarly, any hedging based on
faulty Models and Data may prove to be unsuccessful and when determining the NAV
of a Fund, any valuations of a Fund’s investments that are based
on valuation Models may prove to be incorrect. In addition, Models may
incorrectly forecast future behavior, leading to potential losses on a
cash flow
and/or a mark-to-market basis. Furthermore, in unforeseen or certain
low-probability scenarios (often involving a market event or disruption
of some
kind), Models may produce unexpected results which may or may not be System
Events. Errors in Models and Data are often extremely difficult
to detect, and, in the case of Models, the difficulty of detecting System Events
may be exacerbated by the lack of design documents or specifications.
Regardless of how difficult their detection appears in retrospect, some System
Events may go undetected for long periods of time and some may
never be detected. When a System Event is detected, a review and analysis of the
circumstances that may have caused a reported System Event will
be completed and is overseen by an escalation committee made up of appropriate
senior personnel. Following this review, the sub-advisor in its sole
discretion may choose not to address or fix such System Event, and the third
party software will lead to System Events known to the sub-advisor that it
chooses, in its sole discretion, not to address or fix. The degradation or
impact caused by these System Events can compound over time. When a System
Event is detected, the sub-advisor generally will not, as part of the review of
circumstances leading to the System Event, perform a materiality analysis on
the potential impact of a System Event. The sub-advisor believes that the
testing and monitoring performed on Models and the controls adopted to
ensure processes are undertaken with care will enable the sub-advisor to
identify and address those System Events that a prudent person managing a
quantitative, systematic and computerized investment program would identify and
address by correcting the underlying issue(s) giving rise to the
System Events, but there is no guarantee of the success of such processes. Fund
shareholders should assume that System Events and their ensuing
risks and impact are an inherent part of investing with a process-driven,
systematic sub-advisor such as the sub-advisor.
Other
Investment Company Securities and Exchange-Traded Products —
Investments in the securities of other investment companies may involve
duplication of advisory fees and certain other expenses. By investing in another
investment company, a Fund becomes a shareholder of that investment
company. As a result, Fund shareholders indirectly will bear a Fund’s
proportionate share of the fees and expenses paid by shareholders of
the other
investment company, in addition to the fees and expenses Fund shareholders
directly bear in connection with a Fund’s own operations. Any
such fees and
expenses are reflected in the Fees
and Expenses Table for a Fund in its Prospectus. A Fund may
invest in investment company securities advised by
the Manager, and shareholders could pay fees charged by the Manager to such
investment company. A Fund’s
investment in securities of other
investment companies, except for money market funds, is generally limited to (i)
3% of the total voting stock of any one investment company,
(ii) 5% of
a Fund’s total assets with respect to any one investment company and (iii) 10%
of a Fund’s total assets in all investment companies in the aggregate.
However, currently a Fund may exceed these limits when investing in shares of an
ETF or other investment company subject to a statutory exemption
or to the terms and conditions of an exemptive order from the SEC obtained by
the ETF or other investment company that permits an investing
fund, such as a Fund, to invest in the ETF or other investment company in excess
of the limits described above. Rule 12d1-4 under the Investment
Company Act and revisions to other rules permitting funds to invest in other
investment companies, which are intended to streamline and enhance the
regulatory framework applicable to fund of funds arrangements, took effect on
January 19, 2022. While Rule 12d1-4 permits more types of fund of
fund arrangements without an exemptive order, and supersedes many prior
exemptive orders, it imposes new conditions, including limits on control and
voting of acquired funds’ shares, evaluations and findings by investment
advisers, fund investment agreements, and limits on most three-tier
fund structures.
A Fund at
times may invest in shares of other investment companies and exchange-traded
products, which, in addition to the general risks of investments
in other investment companies described above, include the following
risks:
■ |
Money
Market Funds. A
Fund can invest free cash balances in registered open-end investment
companies regulated as money market funds under the
Investment Company Act, to provide liquidity or for defensive
purposes. A Fund would invest in money market funds rather
than purchasing individual
short-term investments. Although a money market fund is designed to be a
relatively low risk investment, it is not free of risk. Despite the
short
maturities and high credit quality of a money market fund’s investments,
increases in interest rates and deteriorations in the credit quality of
the
instruments the money market fund has purchased may reduce the money
market fund’s yield and can cause the price of a money market security
to decrease. In addition, a money market fund is subject to the risk that
the value of an investment may be eroded over time by inflation. If
the
liquidity of a money market fund’s portfolio deteriorates below certain
levels, the money market fund may suspend redemptions (i.e., impose a
redemption
gate) and thereby prevent a Fund from selling its investment in the money
market fund, or impose a fee of up to 2% on amounts redeemed
from the money market fund. |
Quantitative
Strategy Risk — The
success of a Fund’s investment strategy may depend in part on the effectiveness
of the sub-advisor’s quantitative tools for
screening securities. Securities selected using quantitative analysis can react
differently to issuer, political, market, and economic developments than the
market as a whole or securities selected using only fundamental analysis, which
could adversely affect their value. The sub-advisor’s quantitative
tools may use factors that may not be predictive of a security’s value, and any
changes over time in the factors that affect a security’s value may not be
reflected in the quantitative model. The sub-advisor’s stock selection can
be adversely affected if it relies on insufficient, erroneous or outdated
data or flawed models or computer systems. Data for some companies, particularly
non-U.S. companies, may be less available and/or less current
than data for other companies.
Repurchase
Agreements — A
repurchase agreement is an agreement between a Fund as purchaser and an approved
counterparty as seller. The agreement
is backed by collateral in the form of securities and/or cash transferred by the
seller to the buyer, sometimes to be held by an eligible third-party
custodian. Under the agreement, a Fund acquires securities from the seller and
the seller simultaneously commits to repurchase the securities
at an agreed upon price and date, normally within a week or on demand. The price
for the seller to repurchase the securities is greater than a Fund’s
purchase price, reflecting an agreed upon rate that is the equivalent of
interest. During the term of the repurchase agreement, a Fund monitors
on a daily
basis the market value of the collateral subject to the agreement and, if the
market value of the securities falls below the seller’s repurchase amount
provided under the repurchase agreement, the seller is required to transfer
additional securities or cash collateral equal to the amount by which the
market value of the securities falls below the repurchase amount. Because a
repurchase agreement permits a Fund to invest temporarily available
cash on a fully-collateralized basis, repurchase agreements permit a Fund to
earn income while retaining flexibility in pursuit of longer-term investments.
Repurchase agreements may exhibit the economic characteristics of loans by a
Fund.
The
obligation of the seller under the repurchase agreement is not guaranteed, and
there is a risk that the seller may fail to repurchase the underlying
securities,
whether because of the seller’s bankruptcy or otherwise. In such event, a Fund
would attempt to exercise its rights with respect to the underlying
collateral, including possible sale of the securities. A Fund may incur various
expenses in the connection with the exercise of its rights and may be
subject to various delays and risks of loss, including (a) possible declines in
the value of the underlying collateral, (b) possible reduction in levels
of income
and (c) lack of access to the securities (if they are held through a third-party
custodian) and possible inability to enforce a Fund’s rights. The Board has
established procedures pursuant to which the sub-advisor monitors the
creditworthiness of the counterparties with which a Fund enters into
repurchase
agreement transactions.
A Fund may
enter into repurchase agreements with member banks of the Federal Reserve System
or registered broker-dealers who, in the opinion of the
sub-advisor, present a minimal risk of default during the term of the agreement.
The underlying securities which serve as collateral for repurchase agreements
may include fixed-income and
equity securities such as U.S. Government and agency securities, municipal
obligations, corporate
obligations,
asset-backed
securities, mortgage-backed securities, common and preferred stock, depositary
receipts, ETFs, municipal obligations, corporate
obligations and convertible securities.
Reverse
Repurchase Agreements — A Fund
may borrow funds by entering into reverse repurchase agreements. Pursuant to
such agreements, a Fund sells
portfolio securities to financial institutions such as banks and broker/dealers
and agrees to repurchase them at a mutually agreed-upon date and price.
At the time a Fund enters into a reverse repurchase agreement, it will place, in
a segregated custodial account, assets such as liquid high quality
debt securities having a value not less than 100% of the repurchase price
(including accrued interest), and will subsequently monitor the account to
ensure that such required value is maintained. The assets maintained in the
segregated accounts or earmarked will be marked-to-market daily and
additional assets will be placed in such account or earmarked, as applicable, on
any day in which the assets fall below the repurchase price (plus
accrued interest). Reverse repurchase agreements involve the risk that the
market value of the securities sold by a Fund may decline below the price at
which a Fund is obligated to repurchase the securities. Reverse repurchase
agreements also involve the risk that the buyer of the securities sold
by a Fund
might be unable or unwilling to deliver them when a Fund seeks to
repurchase, which may result in losses to a Fund. Reverse repurchase
agreements
are considered to be borrowings by an investment company under the Investment
Company Act.
Separately
Traded Registered Interest and Principal Securities and Other Zero-Coupon
Obligations —
Separately traded registered interest and
principal securities or “STRIPS” and other zero-coupon obligations are
securities that do not make regular interest payments. Instead, they are sold
at a
discount from their face value, and accrue interest over the life of the bond. A
Fund will take into account as income a portion of the difference between
these obligations’ purchase prices and their face values. Because they do not
pay coupon income, the prices of STRIPS and zero-coupon obligations
can be very volatile when interest rates change, and their values may fluctuate
more than the value of similar securities that pay interest periodically.
STRIPS are zero-coupon bonds issued by the U.S. Treasury.
Sovereign
and Quasi-Sovereign Government and Supranational Debt —
Sovereign debt securities may include: debt securities issued or guaranteed
by governments, governmental agencies or instrumentalities and political
subdivisions located in emerging market countries; debt securities
issued by government owned, controlled or sponsored entities located in emerging
market countries; interests in entities organized and operated
for the purpose of restructuring the investment characteristics of instruments
issued by any of the above issuers; participations in loans between
emerging market governments and financial institutions; and Brady Bonds, which
are debt securities issued under the framework of the Brady Plan as a
means for debtor nations to restructure their outstanding external
indebtedness.
Investments
in debt securities issued or guaranteed by foreign governments and their
political subdivisions or agencies involve special risks not present
in
corporate debt obligations. Sovereign debt is subject to risks in addition to
those relating to non-U.S. investments generally. The issuer of the debt or
the
governmental authorities that control the repayment of the debt may be unable or
unwilling to repay principal and/or interest when due in accordance
with the terms of such debt, and a Fund may have limited legal recourse in
the event of a default. As a sovereign entity, the issuing government
may be immune from lawsuits in the event of its failure or refusal to pay the
obligations when due.
Sovereign
debt differs from debt obligations issued by private entities in that,
generally, remedies for defaults must be pursued in the courts of the
defaulting
party. Legal recourse is therefore somewhat diminished when the issuer is a
foreign government or its political subdivisions or agencies. Political
conditions, especially a sovereign entity’s willingness to meet the terms of its
debt obligations, are of considerable significance. Also, holders of
commercial
bank debt issued by the same sovereign entity may contest payments to the
holders of sovereign debt in the event of default under commercial
bank loan agreements.
A sovereign
debtor’s willingness or ability to repay principal and interest due in a timely
manner may be affected by, among other factors, its cash flow situation,
insufficient foreign currency reserves, the availability of sufficient non-U.S.
exchange on the date a payment is due, the relative size of the debt
service burden to the economy as a whole, the sovereign debtor’s policy toward
principal international lenders, the failure to implement economic reforms
required by the International Monetary Fund or other multilateral agencies and
the political constraints to which a sovereign debtor may be subject.
Increased protectionism on the part of a country’s trading partners or political
changes in those countries could also adversely affect its exports. Such events
could diminish a country’s trade account surplus, if any, or the credit standing
of a particular local government or agency.
Sovereign
debtors’ ability to repay their obligations may also be dependent on
disbursements or assistance from foreign governments or multinational
agencies,
the country’s access to trade and other international credits, and the country’s
balance of trade. The receipt of assistance from other governments
or multinational agencies is not assured. Assistance may be dependent on a
country’s implementation of austerity measures and reforms, which may
be politically difficult to implement. These measures may limit or be perceived
to limit economic growth and recovery. In the past, some sovereign
debtors have rescheduled their debt payments, declared moratoria on payments or
restructured their debt to effectively eliminate portions of it, and
similar occurrences may happen in the future. There is no bankruptcy proceeding
by which sovereign debt on which governmental entities have defaulted
may be collected in whole or in part.
The
occurrence of political, social or diplomatic changes in one or more of the
countries issuing sovereign debt could adversely affect a Fund’s
investments.
Political changes or a deterioration of a country’s domestic economy or balance
of trade may affect the willingness of countries to service their
sovereign debt. While the Manager and sub-advisors endeavor to manage
investments in a manner that will minimize the exposure to such risks,
there can
be no assurance that adverse political changes will not cause a Fund to
suffer a loss of interest or principal on any of its holdings.
Brady
Bonds. Brady Bonds may be collateralized or uncollateralized and issued in
various currencies (although most are dollar-denominated), and they are
actively traded in the over-the-counter secondary market. U.S.
dollar-denominated, collateralized Brady Bonds, which may be fixed rate par
bonds or floating
rate discount bonds, are generally collateralized in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the Brady
Bonds. Brady Bonds are not, however, considered to be U.S. Government
securities. Interest payments on Brady Bonds are often collateralized by
cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating
rate bonds,
initially is equal to at least one year’s rolling interest payments based on the
applicable interest rate at that time and is adjusted at regular intervals
thereafter. Certain Brady Bonds are entitled to “value recovery payments” in
certain circumstances, which in effect constitute supplemental interest
payments, but generally are not collateralized. Brady Bonds are often viewed as
having three or four valuation components: (i) collateralized repayment
of principal at final maturity; (ii) collateralized interest payments; (iii)
uncollateralized interest payments; and (iv) any uncollateralized repayment
of principal at maturity (these uncollateralized amounts constitute the
“residual risk”). In the event of a default with respect to Collateralized
Brady Bonds as a result of which the payment obligations of the issuer are
accelerated, the U.S. Treasury zero coupon obligations held as collateral
for the payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. The collateral will be
held by the collateral agent to the scheduled maturity of the defaulted Brady
Bonds, which will continue to be outstanding, at which time the face amount
of the collateral will equal the principal payments which would have been due on
the Brady Bonds in the normal course. Brady Bonds involve
various risk factors including residual risk and the history of defaults with
respect to commercial bank loans by public and private entities of countries
issuing Brady Bonds. There can be no assurance that Brady Bonds in which a Fund
may invest will not be subject to restructuring arrangements
or to requests for new credit, which may cause a Fund to suffer a loss of
interest or principal on any of its holdings.
Supranational
entities may also issue debt securities. Supranational organizations are
entities designated or supported by a government or governmental
group to promote economic development. Included among these organizations are
the Asian Development Bank, the European Investment
Bank, the Inter-American Development Bank, the International Monetary Fund, the
United Nations, the World Bank and the European Bank for
Reconstruction and Development. Supranational organizations have no taxing
authority and are dependent on their members for payments of
interest
and principal to the extent their assets are insufficient. Further, the lending
activities of such entities are limited to a percentage of their total
capital,
reserves and net income. Obligations of supranational entities are subject to
the risk that the governments on whose support the entity depends for
its financial backing or repayment may be unable or unwilling to provide that
support. Obligations of a supranational entity that are denominated
in foreign currencies will also be subject to the risks associated with
investments in foreign currencies, as described above in the section
“Currencies
Risk.”
Time-Zone
Arbitrage —
Investing in foreign securities may involve a greater risk for excessive trading
due to “time-zone arbitrage.” If an event occurring
after the close of a foreign market, but before the time a Fund computes its
current NAV per share, causes a change in the price of the foreign
securities and such price is not reflected in a Fund’s current NAV per share,
investors may attempt to take advantage of anticipated price movements
in securities held by a Fund based on such pricing discrepancies.
U.S.
Government Agency Securities — U.S.
Government agency securities are issued or guaranteed by the U.S. Government or
its agencies or instrumentalities.
Some obligations issued by U.S. Government agencies and instrumentalities are
supported by the full faith and credit of the U.S. Treasury;
others by the right of the issuer to borrow from the U.S. Treasury; others by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others only by the credit of
the agency or instrumentality. U.S. Government securities bear fixed,
floating or variable rates of interest. The market prices of U.S. government agency
securities are not guaranteed by the U.S. Government. While the U.S.
Government currently provides financial support to certain U.S.
Government-sponsored agencies or instrumentalities, no assurance can be
given that
it will always do so, since it is not so obligated by law. U.S. Government
securities include U.S. Treasury bills, notes and bonds, Federal Home
Loan Bank
obligations, Federal Intermediate Credit Bank obligations, U.S. Government
agency obligations and repurchase agreements secured thereby. U.S.
Government agency securities are subject to credit risk and interest rate
risk.
U.S.
Treasury Obligations — U.S.
Treasury obligations include bills (initial maturities of one year or less),
notes (initial maturities between two and ten years), and
bonds (initial maturities over ten years) issued by the U.S.
Treasury,
separately traded registered interest and principal component parts of
such
obligations (known as “STRIPS”) and inflation-indexed securities. The prices
of these securities (like all debt securities) change between issuance
and
maturity in response to fluctuating market interest rates and credit ratings.
U.S. Treasury obligations are subject to credit risk and interest rate risk.
Treasury
inflation-indexed securities (formerly known as inflation-protected securities
or “TIPS”) are U.S. Government securities whose principal value is periodically
adjusted according to the rate of inflation (by reference to the Consumer Price
Index for All Urban Consumers (“CPI-U”), which is calculated
by the Bureau of Labor Statistics a part of the Department of Labor). The CPI-U
is a measurement of changes in the cost of living, made up of
components such as housing, food, transportation and energy. There can be no
assurance that the CPI-U or any non-U.S. inflation index will accurately
measure the real rate of inflation in the prices of goods and services. The
three-month lag in calculating the CPI-U for purposes of adjusting the
principal value of U.S. TIPS may give rise to risks under certain circumstances.
The interest rate on TIPS is fixed at issuance, but over the life of the
security
this interest may be paid on an increasing or decreasing principal value that
has been adjusted for inflation (but not below par value). Although repayment
of the original principal upon maturity is guaranteed, the market value of TIPS
is not guaranteed and will fluctuate. The values of TIPS generally
fluctuate in response to changes in real interest rates, which are in turn tied
to the relationship between nominal interest rates and the rate of inflation.
If inflation were to rise at a faster rate than nominal interest rates, real
interest rates might decline, leading to an increase in the value of TIPS.
In
contrast, if nominal interest rates were to increase at a faster rate than
inflation, real interest rates might rise, leading to a decrease in the value of
TIPS. If
inflation is lower than expected during the period a Fund holds TIPS, a Fund may
earn less on the TIPS than on a conventional bond. Because the coupon
rate on TIPS is lower than fixed-rate Treasury Department securities, the CPI-U
would have to rise at least to the amount of the difference between the
coupon rate of the fixed-rate Treasury Department issues and the coupon rate of
the TIPS, assuming all other factors are equal, in order for such
securities to match the performance of the fixed-rate Treasury Department
securities. If interest rates rise due to reasons other than inflation,
(for
example, due to changes in the currency exchange rates), investors in TIPS may
not be protected to the extent that the increase is not reflected in
the bonds’
inflation measure. In periods of deflation when the inflation rate is declining,
the principal value of an inflation-indexed security will be adjusted
downward. This will result in a decrease in the interest payments thereon, but
holders at maturity receive no less than par value. However, if a Fund
purchases inflation-indexed securities in the secondary market whose principal
values have been adjusted upward due to inflation since issuance, a Fund may
experience a loss if there is a subsequent period of deflation. Any increase in
principal value of TIPS caused by an increase in the CPI is taxable in
the year the increase occurs, even though the holder will not receive cash
representing the increase at that time. As a result, a Fund could be
required at
times to liquidate other investments, including when it is not advantageous to
do so, in order to satisfy its distribution requirements as a “regulated
investment company.” See “Tax Information.” If a Fund invests in TIPS, it will
be required to treat as original issue discount (“OID”) any increase in
the principal amount of the securities that occurs during the course of its
taxable year. If a Fund purchases such securities that are issued in
stripped
form either as stripped bonds or coupons, it will be treated as if it had
purchased a newly issued debt instrument having OID. Because a Fund is required
to distribute substantially all of its net investment income (including accrued
OID), its investment in either zero coupon bonds or TIPS may require it
to distribute to shareholders an amount greater than the total cash income it
actually receives. Accordingly, in order to make the required distributions,
a Fund may be required to borrow or liquidate securities.
Valuation
Risk — This is
the risk that certain
securities may be valued at a price
different from the price at which they can be sold. This risk may be
especially
pronounced for investments, such as certain credit-linked notes and other
derivatives, which may be illiquid or which may become illiquid, and for
securities that trade in relatively thin markets and/or markets that experience
extreme volatility. The
valuation of a Fund’s
investments in an accurate
and timely manner may be impacted by technological issues and/or errors by third
party service providers, such as pricing services or accounting
agents. If market or other conditions make it difficult to value certain
investments, SEC rules and applicable accounting protocols may require
the
valuation of these
investments using more subjective methods, such as fair-value methodologies.
Using fair value methodologies to price investments
may result in a value that is different from an investment’s most recent closing
price and from the prices used by others for the same investment.
No assurance can be given that such prices accurately reflect the price a Fund
would receive upon sale of a security. An investment’s valuation
may differ depending on the method used for determining value. Investors who
purchase or redeem Fund shares on days when a Fund is holding
fair-valued securities may receive fewer or more shares, or lower or higher
redemption proceeds, than they would have received if the
securities
had not
been
fair valued
or a
different valuation methodology had been
used. The value
of foreign securities, certain fixed-income
securities and currencies,
as applicable, may be materially affected by events after the close of the
markets on which they are traded, but before a Fund determines its
NAV.
When-Issued
and Forward Commitment Transactions —
These transactions involve a commitment by a Fund to purchase or sell
securities with payment and
delivery to take place at a future date, typically one to two months after the
date of the transaction. The payment obligations and interest
rate are fixed at the time the buyer enters into the transaction. These
transactions enable a Fund to “lock-in” what the Manager or
the sub-advisor,
as applicable, believes
to be an attractive price or yield on a particular security for a period of
time, regardless of future changes in interest rates. For
instance, in periods of rising interest rates and falling prices, a Fund might
sell securities it owns on a forward commitment basis to limit its exposure to
falling prices. In periods of falling interest rates and rising prices, a Fund
might purchase a security on a when-issued or forward commitment
basis and sell a similar security to settle such purchase, thereby obtaining the
benefit of currently higher yields. Forward commitment transactions
are executed for existing obligations, whereas in a when-issued transaction, the
obligations have not yet been issued.
The value
of securities purchased on a when-issued or forward commitment basis and any
subsequent fluctuations in their value are reflected in the computation
of a Fund’s NAV starting on the date of the agreement to purchase the
securities. Because a Fund has not yet paid for the securities, this
produces an
effect similar to leverage. A Fund does not earn interest on securities it has
committed to purchase until the securities are paid for and delivered
on the settlement date. When a Fund makes a forward commitment to sell
securities it owns, the proceeds to be received upon settlement are
included in its assets. Fluctuations in the market value of the underlying
securities are not reflected in a Fund’s NAV as long as the commitment to
sell
remains in effect.
When
entering into a when-issued or forward commitment transaction, a Fund will
rely on the other party to consummate the transaction; if the other party fails
to do so, a Fund may be disadvantaged. If the
other party fails to complete the trade, a Fund may lose the opportunity to
obtain a favorable price. For
purchases on a when-issued basis, the price of the security is fixed at the date
of purchase, but delivery of and payment for the securities is not set
until after the securities are issued. The value of when-issued securities is
subject to market fluctuation during the interim period and no income
accrues to
a Fund until settlement takes place. Such transactions therefore involve a risk
of loss if the value of the security to be purchased declines prior to
the settlement date or if the value of the security to be sold increases prior
to the settlement date. A sale of a when-issued security also involves
the risk that the other party will be unable to settle the transaction.
When-issued, delayed-delivery and forward commitment transactions may
cause a
Fund to liquidate positions when it may not be advantageous to do so in order to
satisfy its purchase or sale obligations.
Pursuant to
Rule 18f-4 under the Investment Company Act,
when-issued,
delayed-delivery and forward commitment transactions will be deemed not
to involve
a senior security, provided that: a Fund intends to physically
settle the
transaction; and the
transaction will settle within 35 days of its trade date. If
such transactions are deemed senior securities, a Fund
will
maintain with its custodian segregated (or earmarked) liquid securities in an
amount at least
equal to the when-issued or forward commitment transaction.
Earmarking or otherwise segregating a large percentage of a Fund’s assets could
impede the
sub-advisor’s ability to manage a Fund’s portfolio.
OTHER
INVESTMENT STRATEGIES AND RISKS
In addition
to the investment strategies and risks described in the Prospectus, each Fund
may (except where otherwise indicated):
1 |
Engage
in dollar rolls or purchase or sell securities on a when-issued or forward
commitment basis. The purchase or sale of when-issued securities
enables
an investor to hedge against anticipated changes in interest rates and
prices by locking in an attractive price or yield. The price of
when-issued
securities is fixed at the time the commitment to purchase or sell is
made, but delivery and payment for the when-issued securities takes
place at a later date, normally one to two months after the date of
purchase. During the period between purchase and settlement, no
payment
is made by the purchaser to the issuer and no interest accrues to the
purchaser. Such transactions therefore involve a risk of loss if the
value
of the security to be purchased declines prior to the settlement date or
if the value of the security to be sold increases prior to the settlement
date.
A sale of a when-issued security also involves the risk that the other
party will be unable to settle the transaction. Dollar rolls are a type of
forward
commitment transaction. Purchases and sales of securities on a forward
commitment basis involve a commitment to purchase or sell securities
with payment and delivery to take place at some future date, normally one
to two months after the date of the transaction. As with when-issued
securities, these transactions involve certain risks, but they also enable
an investor to hedge against anticipated changes in interest rates
and prices. Forward commitment transactions are executed for existing
obligations, whereas in a when-issued transaction, the obligations
have
not yet been issued. |
2 |
Invest
in other investment companies (including affiliated investment companies)
to the extent permitted by the Investment Company Act, or exemptive
relief granted by the SEC. |
3 |
Loan
securities to broker-dealers or other institutional investors. Securities
loans will not be made if, as a result, the aggregate amount of all
outstanding
securities loans by a Fund exceeds 33¹/3% of
its total assets (including the market value of collateral received). For
purposes of complying
with a Fund’s investment policies and restrictions, collateral received in
connection with securities loans is deemed an asset of a Fund to
the
extent required by law. |
4 |
Enter
into repurchase agreements. A repurchase agreement is an agreement under
which securities are acquired by a Fund from a securities dealer
or
bank subject to resale at an agreed upon price on a later date. The
acquiring Fund bears a risk of loss in the event that the other party to a
repurchase
agreement defaults on its obligations and a Fund is delayed or prevented
from exercising its rights to dispose of the collateral securities.
However,
the Manager or the sub-advisor, as applicable, attempts to
minimize this risk by entering into repurchase agreements only with
financial institutions
that are deemed to be of good financial
standing. |
5 |
Purchase
securities sold in private placement offerings made in reliance on the
“private placement” exemption from registration afforded by Section
4(a)(2)
of the Securities Act, and resold to qualified institutional buyers under
Rule 144A under the Securities Act. A Fund will not invest more than
15%
of its net assets in Section 4(a)(2) securities and illiquid securities
unless the Manager or the sub-advisor, as applicable, determines that any
Section
4(a)(2) securities held by such Fund in excess of this level are
liquid. |
INVESTMENT
RESTRICTIONS
Fundamental
Policies. Each Fund
has the following fundamental investment policy that enables it to invest in
another investment company or series thereof
that has substantially similar investment objectives and policies:
Notwithstanding
any other limitation, each Fund may invest all of its investable assets in an
open-end management investment company with substantially
the same investment objectives, policies and limitations as the Fund. For this
purpose, “all of a Fund’s investable assets” means that the only
investment securities that will be held by the Fund will be a Fund’s interest in
the investment company.
The
American Beacon AHL Managed Futures Strategy Fund, American Beacon AHL
TargetRisk Fund, and American Beacon AHL TargetRisk Core Fund have no
current intention to convert to a master-feeder structure, as permitted by the
foregoing policy.
Fundamental
Investment Restrictions. The
following discusses the investment policies of each Fund.
The
following restrictions have been adopted by each Fund and may be changed with
respect to any such Fund only by the majority vote of the Fund’s outstanding
voting securities. “Majority of the outstanding voting securities” under the
Investment Company Act and as used herein means, with respect to
each Fund, the lesser of (a) 67% of the shares of the Fund present at the
meeting if the holders of more than 50% of the shares are present and
represented at the shareholders’ meeting or (b) more than 50% of the shares of
the Fund.
No Fund
may:
1 |
Purchase
or sell real estate or real estate limited partnership interests,
provided, however, that the Fund may dispose of real estate acquired as a
result
of the ownership of securities or other instruments and invest in
securities secured by real estate or interests therein or issued by
companies which
invest in real estate or interests therein when consistent with the other
policies and limitations described in the
Prospectus. |
2 |
Invest
in physical commodities unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Fund from
purchasing
or selling foreign currency, options, futures contracts, options on
futures contracts, forward contracts, swaps, caps, floors, collars,
securities
on a forward-commitment or delayed-delivery basis, and other similar
financial instruments or commodity pools or other entities that
purchase
and sell commodities and commodity contracts). |
3 |
Engage
in the business of underwriting securities issued by others, except to the
extent that, in connection with the disposition of securities, the
Fund
may be deemed an underwriter under federal securities
law. |
4 |
Lend
any security or make any other loan except: (i) as otherwise permitted
under the Investment Company Act, (ii) pursuant to a rule, order or
interpretation
issued by the SEC or its staff, (iii) through the purchase of a portion of
an issue of debt securities in accordance with the Fund’s investment
objective, policies and limitations, or (iv) by engaging in repurchase
agreements. |
5 |
Issue
any senior security except as otherwise permitted (i) under the Investment
Company Act or (ii) pursuant to a rule, order or interpretation
issued
by the SEC or its staff. |
6 |
Borrow
money, except as otherwise permitted under the Investment Company Act or
pursuant to a rule, order or interpretation issued by the SEC or
its staff, including (i) as a temporary measure, (ii) by entering into
reverse repurchase agreements, and (iii) by lending portfolio securities
as collateral.
For purposes of this investment limitation, the purchase or sale of
options, futures contracts, options on futures contracts, forward
contracts,
swaps, caps, floors, collars and other similar financial instruments and
margin deposits, security interests, liens and collateral arrangements
with respect to such instruments shall not constitute
borrowing. |
7 |
Invest
more than 25% of its total assets in the securities of companies primarily
engaged in any particular industry or group of industries provided
that
this limitation does not apply to: (i) obligations issued or guaranteed by
the U.S. Government, its agencies and instrumentalities; and (ii)
tax-exempt
securities issued by municipalities and their agencies and
authorities. |
The above
percentage limits (except the limitation on borrowings) are based upon asset
values at the time of the applicable transaction; accordingly, a subsequent
change in asset values will not affect a transaction that was in compliance with
the investment restrictions at the time such transaction was affected.
For purposes of each Fund’s policy relating to commodities set forth in (2)
above, the Funds do not consider foreign currencies or forward contracts
to be physical commodities.
For
purposes of each Fund’s policy relating to commodities set forth in (2) above,
the restriction does not prevent the Funds from investing in a wholly
owned
subsidiary, thereby indirectly gaining exposure to the investment returns of
commodities markets within the limitations of federal income tax requirements,
or from investing in commodity-linked derivative instruments.
For
purposes of each Fund’s policy relating to making loans set forth in (4) above,
securities loans will not be made if, as a result, the aggregate amount
of all
outstanding securities loans by the Fund exceeds 33¹/3% of its
total assets (including the market value of collateral received).
For
purposes of each Fund’s policy relating to issuing senior securities set forth
in (5) above, “senior securities” are defined as Fund obligations that
have a
priority over the Funds’ shares with respect to the payment of dividends or the
distribution of Fund assets. The Investment Company Act prohibits
the Funds from issuing any class of senior securities or selling any senior
securities of which it is the issuer, except that the Funds are permitted
to borrow
from a bank so long as, immediately after such borrowings, there is an asset
coverage of at least 300% for all borrowings of each Fund (not
including
borrowings for temporary purposes in an amount not exceeding 5% of the value of
the Fund’s total assets). In the event that such asset coverage
falls below this percentage, each Fund is required to reduce the amount of its
borrowings within three days (not including Sundays and holidays)
so that the asset coverage is restored to at least 300%. Consistent with
guidance issued by the SEC and its staff, the requisite asset coverage
may vary
among different types of instruments. The policy in (5) above will be
interpreted not to prevent collateral arrangements with respect to swaps,
options, forward or futures contracts or other derivatives, or the posting of
initial or variation margin.
For
purposes of each Fund’s industry concentration policy set forth above, the
Manager may analyze the characteristics of a particular issuer and instrument
and may assign an industry classification consistent with those characteristics.
The Manager may, but need not, consider industry classifications
provided by third parties, and the classifications applied to Fund investments
will be informed by applicable law. A large economic or
market
sector shall not be construed as a single industry or group of industries. The
Manager currently considers securities issued by a foreign government
(but not the U.S. Government or its agencies or instrumentalities) to be an
“industry” subject to the 25% limitation. Thus, not more than 25% of a
Fund’s total assets will be invested in securities issued by any one foreign
government or supranational organization. A Fund might invest in certain
securities issued by companies in a particular industry whose obligations are
guaranteed by a foreign government. The Manager could consider such a
company to be within the particular industry and, therefore, a Fund will invest
in the securities of such a company only if it can do so under its industry
concentration policy.
Non-Fundamental
Investment Restrictions. The
following non-fundamental investment restrictions apply to each Fund (except
where noted otherwise)
and may be changed with respect to each Fund by a vote of a majority of the
Board. Each Fund may not:
1 |
Invest
more than 15% of its net assets in illiquid securities, including time
deposits and repurchase agreements that mature in more than seven
days;
or |
2 |
Purchase
securities on margin, except that (1) a Fund may obtain such short term
credits necessary for the clearance of transactions, and (2) a Fund
may
make margin payments in connection with foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars,
securities
purchased or sold on a forward-commitment or delayed-delivery basis or
other financial instruments. |
All
percentage limitations on investments will apply at the time of the making of an
investment and shall not be considered violated unless an excess or deficiency
occurs or exists immediately after and as a result of such investment. Except
for the investment restrictions listed above as fundamental or to the extent
designated as such in the Prospectus with respect to each Fund, the other
investment policies described in this SAI are not fundamental and may be
changed by approval of the Trustees.
TEMPORARY
OR DEFENSIVE INVESTMENTS
In times of
unstable or adverse market, economic, political or other conditions, where the
Manager or the sub-advisor believes it is appropriate and in a
Fund’s best
interest, a Fund can invest up to 100% in cash and other types of securities for
defensive or temporary purposes. It can also hold cash or purchase
these types of securities for liquidity purposes to meet cash needs due to
redemptions of Fund shares, or to hold while waiting to invest cash received
from purchases of Fund shares or the sale of other portfolio
securities.
These
temporary investments can include: (i) obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities; (ii) commercial paper rated
in the highest short-term category by a rating organization; (iii) domestic,
Yankee and Eurodollar certificates of deposit or bankers’ acceptances
of banks rated in the highest short-term category by a rating organization; (iv)
any of the foregoing securities that mature in one year or less
(generally known as “cash equivalents”); (v) other short-term corporate debt
obligations; (vi) repurchase agreements; (vii) futures; or (viii) shares of
money
market funds, including funds advised by the Manager or the
sub-advisor.
PORTFOLIO
TURNOVER
Portfolio
turnover is a measure of trading activity in a portfolio of securities, usually
calculated over a period of one year. The rate is calculated by dividing
the lesser amount of purchases or sales of securities by the average amount of
securities held over the period. A portfolio turnover rate of 100% would
indicate that a Fund sold and replaced the entire value of its securities
holdings during the period. High portfolio turnover can increase a Fund’s
transaction costs and generate additional capital gains or losses.
Portfolio
turnover may vary significantly from year to year due to a variety of factors,
including fluctuating volume of shareholder purchase and redemption
orders, market conditions, investment strategy changes, and/or changes in the
sub-advisor’s investment outlook.
DISCLOSURE
OF PORTFOLIO HOLDINGS
Each Fund
publicly discloses portfolio holdings information as follows:
1 |
a
complete list of holdings for each Fund on an annual and semi-annual basis
in the reports to shareholders within sixty days of the end of each
fiscal
semi-annual period and in publicly available filings of Form N-CSR with
the SEC within ten days thereafter (available on the SEC’s website at
www.sec.gov); |
2 |
a
complete list of holdings for each Fund as of the end of each fiscal
quarter in publicly available filings of Form N-PORT with the SEC within
sixty days
of the end of the fiscal quarter (available on the SEC’s website at
www.sec.gov); |
3 |
a
complete list of holdings for each Fund as of the end of each
calendar quarter on the Funds’ website (www.americanbeaconfunds.com)
approximately
sixty days after the end of the calendar quarter;
and |
4 |
ten
largest holdings for each Fund as of the end of each calendar
quarter on the Funds’ website (www.americanbeaconfunds.com) and in sales
materials
approximately fifteen days after the end of the calendar
quarter. |
Public
disclosure of a Fund’s holdings on the website and in sales materials may be
delayed when an investment manager informs the Fund that such disclosure
could be harmful to the Fund. In addition, individual holdings may be omitted
from website and sales material disclosure, when such omission is
deemed to be in a Fund’s best interest. Disclosure of a Fund’s ten largest
holdings may exclude U.S. Treasury securities and cash equivalent assets,
although such holdings will be included in each Fund’s complete list of
holdings.
Disclosure
of Nonpublic Holdings.
Occasionally, certain interested parties - including individual investors,
institutional investors, intermediaries that distribute
shares of the Funds, third-party service providers, rating and ranking
organizations, and others - may request portfolio holdings information
that has
not yet been publicly disclosed by the Funds. The Funds’ policy is to control
the disclosure of nonpublic portfolio holdings information in an attempt to
prevent parties from utilizing such information to engage in trading activity
harmful to Fund shareholders. To this end, the Board has adopted the
Holdings Policy. The purpose of the Holdings Policy is to define those
interested parties who are authorized to receive nonpublic portfolio
holdings
information on a selective basis and to set forth conditions upon which such
information may be provided. In general, nonpublic portfolio
holdings
may be disclosed on a selective basis only when it is determined that (i) there
is a legitimate business purpose for the information; (ii) recipients
are subject to a duty of confidentiality, including a duty not to trade on the
nonpublic information; and (iii) disclosure is in the best interests
of Fund
shareholders. The Holdings Policy does not restrict a Fund from disclosing that
a particular security is not a holding of the Fund. The Holdings Policy is
summarized below.
A variety
of third party service providers require access to Fund holdings to provide
services to the Funds or to assist the Manager and the sub-advisor in managing
the Funds (“service providers”). The service providers have a duty to keep the
Funds’ nonpublic information confidential either through written
contractual arrangements with the Funds (or another Fund service provider) or by
the nature of their role with respect to the Funds (or the service
provider). The Funds have determined that disclosure of nonpublic holdings
information to service providers fulfills a legitimate business purpose
and is in
the best interest of shareholders. In addition, the Funds have determined that
disclosure of nonpublic holdings information to members of the Board
fulfills a legitimate business purpose, is in the best interest of Fund
shareholders, and each Trustee is subject to a duty of
confidentiality.
The Funds
have ongoing arrangements to provide nonpublic holdings information to the
following service providers:
|
| |
Service
Provider |
Service |
Holdings
Access |
Manager |
Investment
management and administrator |
Complete
list on intraday basis with no lag |
Sub-Advisor |
Investment
management |
Holdings
under sub-advisor’s management on intraday
basis with no lag |
State
Street Bank and Trust Co. (“State Street”) and
its designated foreign sub-custodians |
Funds’
custodian and foreign custody manager, and
foreign sub-custodians; Subsidiary’s custodian |
Complete
list on intraday basis with no lag |
PricewaterhouseCoopers
LLP |
Funds’
independent registered public accounting firm |
Complete
list on annual basis with no lag |
ACA
Compliance Group |
Sub-Advisor
third-party compliance testing |
Complete
list upon request with lag |
Bloomberg,
L.P. |
Performance
and portfolio analytics reporting |
Complete
list on daily basis with no lag |
ENSO
LP acting by its general partner, ENSO FINANCIAL
MANAGEMENT LLP |
Manage
exposure across brokers, monitor initial margin,
variation margin, and total equity of Sub-advisor. |
Complete
list on daily basis with no lag |
FactSet
Research Systems, Inc. |
Performance
and portfolio analytics reporting for the
Manager |
Complete
list on daily basis with no lag |
Investment
Technology Group |
Pricing
vendor |
Complete
list on daily basis with no lag |
KPMG
International |
Service
provider to State Street |
Complete
list on annual basis with lag |
Certain
third parties are provided with nonpublic holdings information (either complete
or partial lists) by the Manager or another service provider on an ad hoc
basis. These third parties include broker-dealers, prospective sub-advisors,
borrowers of the Funds’ portfolio securities, pricing services, legal
counsel,
and issuers (or their agents). Broker-dealers utilized by the Funds in the
process of purchasing and selling portfolio securities or providing market
quotations receive limited holdings information on a current basis with no lag.
The Manager provides current holdings to investment managers being
considered for appointment as a sub-advisor to the Funds. If the Funds
participate in securities lending activities, potential borrowers of the
Funds’
securities receive information pertaining to the Funds’ securities available for
loan. Such information is provided on a current basis with no lag. The Funds
utilize various pricing services to supply market quotations and evaluated
prices to State Street. State Street and the Manager may disclose current
nonpublic holdings to those pricing services. An investment manager may provide
holdings information to legal counsel when seeking advice regarding
those holdings. From time to time, an issuer (or its agent) may contact the
Funds requesting confirmation of ownership of the issuer’s securities.
Such holdings information is provided to the issuer (or its agent) as of the
date requested. The Funds do not have written contractual arrangements
with these third parties regarding the confidentiality of the holdings
information. However, the Funds would not continue to utilize a third party
that the Manager determined to have misused nonpublic holdings
information.
The Funds
have ongoing arrangements to provide periodic holdings information to certain
organizations that publish ratings and/or rankings for the Funds or
that redistribute the Funds’ holdings to financial intermediaries to facilitate
their analysis of the Funds. The Funds have determined that disclosure
of holdings information to such organizations fulfills a legitimate business
purpose and is in the best interest of shareholders, as it provides existing
and potential shareholders with an independent basis for evaluating the Funds in
comparison to other mutual funds. As of the date of this SAI, all such
organizations receive holdings information after it has been made public on the
Funds’ website.
No
compensation or other consideration may be paid to the Funds, the Funds’ service
providers, or any other party in connection with the disclosure of portfolio
holdings information.
Under the
Holdings Policy, disclosure of nonpublic portfolio holdings information to
parties other than those discussed above must meet all of the following
conditions:
1 |
Recipients
of portfolio holdings information must agree in writing to keep the
information confidential until it has been posted to the Funds’
website
and not to trade based on the information; |
2 |
Holdings
may only be disclosed as of a month-end date; |
3 |
No
compensation may be paid to the Funds, the Manager or any other party in
connection with the disclosure of information about portfolio securities;
and |
4 |
A
member of the Manager’s Compliance staff must approve requests for
nonpublic holdings information. |
In
determining whether to approve a request for portfolio holdings disclosure by
the Manager, Compliance staff generally considers the type of requestor
and its relationship to the Funds, the stated reason for the request, any
historical pattern of requests from that same individual or entity, the
style and
strategy of the Fund for which holdings have been requested (e.g., passive
versus active management), whether a Fund is managed by one or
multiple
investment managers, and any other factors it deems relevant. Any potential
conflicts between shareholders and affiliated persons of the Funds that
arise as a result of a request for portfolio holdings information shall be
decided by the Manager in the best interests of shareholders.
However, if
a conflict exists between the interests of shareholders and the Manager, the
Manager may present the details of the request to the Board for a
determination to either approve or deny the request. On a quarterly basis, the
Manager will prepare a report for the Board outlining any instances of
disclosures of nonpublic holdings during the period that did not comply with the
Holdings Policy.
The
Compliance staff generally determines whether a historical pattern of requests
by the same individual or entity constitutes an “ongoing arrangement”
and should be disclosed in the Funds’ SAI.
The Manager
and sub-advisors to the Funds may manage substantially similar portfolios for
clients other than the Funds. Those other clients may receive and
publicly disclose their portfolio holdings information prior to public
disclosure by the Funds. The Holdings Policy is not intended to limit the
Manager or
the sub-advisors from making such disclosures to their clients.
LENDING
OF PORTFOLIO SECURITIES
A Fund may
lend securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain transactions.
In connection with such loans, a Fund remains the beneficial owner of the loaned
securities and continues to be entitled to payments in amounts
approximately equal to the interest, dividends or other distributions payable on
the loaned securities. A Fund also has the right to terminate a loan at any
time. A Fund does not have the right to vote on securities while they are on
loan. However, it is the Funds’ policy to attempt to terminate loans in
time to vote those proxies that a Fund determines are material to its interests.
Loans of portfolio securities may not exceed 33¹/3% of the
value of a Fund’s
total assets (including the value of all assets received as collateral for the
loan). The Funds will receive collateral consisting of cash in the form of
cash or cash equivalents, securities of the U.S. Government and its agencies and
instrumentalities, approved bank letters of credit, or other forms of
collateral that are permitted by the SEC for registered investment companies,
which will be maintained at all times in an amount equal to at least 100%
of the current market value of the loaned securities. If the collateral consists
of cash, a Fund will reinvest the cash and may pay the borrower a
pre-negotiated fee or “rebate” for the use of that cash collateral. Under the
terms of the securities loan agreement between the Funds and State
Street, their securities lending agent, State Street indemnifies the Funds for
certain losses resulting from a borrower default. However, should the
borrower of
the securities fail financially, a Fund may experience delays in recovering the
loaned securities or exercising its rights in the collateral. In a loan
transaction, a Fund will also bear the risk of any decline in value of
securities acquired with cash collateral. A Fund seeks to minimize this risk by
normally
limiting the investment of cash collateral to registered money market funds,
including money market funds advised by the Manager that invest in
U.S. Government and agency securities.
For all
funds that engage in securities lending, the Manager receives compensation for
administrative and oversight functions with respect to securities lending,
including oversight of the securities lending agent. The amount of such
compensation depends on the income generated by the loan of the securities.
As of the
date of this SAI, the Funds do not intend to engage in securities lending
activities.
TRUSTEES
AND OFFICERS OF THE TRUST
The
Board of Trustees
The Trust
is governed by its Board of Trustees. The Board is responsible for and oversees
the overall management and operations of the Trust and the Funds,
which includes the general oversight and review of the Funds’ investment
activities, in accordance with federal law and the law of the Commonwealth
of Massachusetts as well as the stated policies of the Funds. The Board oversees
the Trust’s officers and service providers, including American
Beacon, which is responsible for the management of the day-to-day operations of
the Funds based on policies and agreements reviewed and approved by
the Board. In carrying out these responsibilities, the Board regularly interacts
with and receives reports from senior personnel of service providers,
including American Beacon’s investment personnel and the Trust’s CCO. The Board
also is assisted by the Trust’s independent registered public
accounting firm (which reports directly to the Trust’s Audit and Compliance
Committee), independent counsel and other experts as appropriate, all of whom
are selected by the Board.
Risk
Oversight
Consistent
with its responsibility for oversight of the Trust and the Funds, the Board
oversees the management of risks relating to the administration and
operation of the Trust and the Funds. American Beacon, as part of its
responsibilities for the day-to-day operations of the Funds, is responsible for
day-to-day
risk management for the Funds. The Board, in the exercise of its reasonable
business judgment, also separately considers potential risks that may impact
the Funds. The Board performs this risk management oversight directly and, as to
certain matters, through its committees (described below) and
through the Board members who are not “interested persons” of the Trust as
defined in Section 2(a)(19) of the Investment Company Act (“Independent
Trustees”). The following provides an overview of the principal, but not all,
aspects of the Board’s oversight of risk management for the Trust and
the Funds.
In general,
a Fund’s risks include, among others, investment risk, credit risk, liquidity
risk, securities selection risk and valuation risk. The Board has adopted,
and periodically reviews, policies and procedures designed to address these and
other risks to the Trust and the Funds. In addition, under the general
oversight of the Board, American Beacon, each Fund’s investment adviser, and
other service providers to the Funds have themselves adopted a
variety of
policies, procedures and controls designed to address particular risks to the
Funds. Different processes, procedures and controls are employed with
respect to different types of risks. Further, American Beacon as manager of the
Funds oversees and regularly monitors the investments, operations and
compliance of the Funds’ investment advisers.
The Board
also oversees risk management for the Trust and the Funds through review of
regular reports, presentations and other information from officers of
the Trust and other persons. Senior officers of the Trust, and senior officers
of American Beacon, and the Funds’ CCO regularly report to the Board on a
range of matters, including those relating to risk management. The Board and the
Investment Committee also regularly receive reports from American
Beacon with respect to the investments, securities trading and securities
lending activities of the Funds, as applicable. In addition to regular
reports
from American Beacon, the Board also receives reports regarding other service
providers to the Trust, either directly or through American Beacon or
the Funds’ CCO, on a periodic or regular basis. At least annually, the Board
receives a report from the Funds’ CCO regarding the effectiveness
of the Funds’ compliance program. Also, typically on an annual basis, the Board
receives reports, presentations and other information from
American Beacon in connection with the Board’s consideration of the renewal of
each of the Trust’s agreements with American Beacon and the Trust’s
distribution plans under Rule 12b-1 under the Investment Company
Act.
Senior
officers of the Trust and American Beacon also report regularly to the Audit and
Compliance Committee on Fund valuation matters and on the Trust’s
internal controls and accounting and financial reporting policies and practices.
In addition, the Audit and Compliance Committee receives regular
reports from the Trust’s independent registered public accounting firm on
internal control and financial reporting matters. On at least a quarterly
basis, the Audit and Compliance Committee meets with the Funds’ CCO to discuss
matters relating to the Funds’ compliance program.
Board
Structure and Related Matters
Independent
Trustees constitute at least three-quarters of the Board. Brenda A. Cline, an
Independent Trustee, serves as Independent Chair of the Board. The
Independent Chair’s responsibilities include: setting an agenda for each meeting
of the Board; presiding at all meetings of the Board and Independent
Trustees; and serving as a liaison with other Trustees, the Trust’s officers and
other management personnel, and counsel to the Funds. The Independent
Chair shall perform such other duties as the Board may from time to time
determine.
The
Trustees discharge their responsibilities collectively as a Board, as well as
through Board committees, each of which operates pursuant to a charter
approved by
the Board that delineates the responsibilities of that committee. The Board has
established three standing committees: the Audit and Compliance
Committee, the Investment Committee and the Nominating and Governance Committee.
For example, the Investment Committee is responsible
for oversight of the process, typically performed annually, by which the Board
considers and approves each Fund’s investment advisory agreement
with American Beacon, while specific matters related to oversight of the Funds’
independent auditors have been delegated by the Board to its Audit
and Compliance Committee, subject to approval of the Audit and Compliance
Committee’s recommendations by the Board. The members and
responsibilities of each Board committee are summarized below.
The Board
periodically evaluates its structure and composition as well as various aspects
of its operations. The Board believes that its leadership structure,
including its Independent Chair position and its committees, is appropriate for
the Trust in light of, among other factors, the asset size and nature of
the funds in the Trust, the number of series of the American Beacon Funds
Complex overseen by the Board, the arrangements for the conduct of
the Funds’ operations, the number of Trustees, and the Board’s responsibilities.
On an annual basis, the Board conducts a self-evaluation that
considers, among other matters, whether the Board and its committees are
functioning effectively and whether, given the size and composition of
the Board
and each of its committees, the Trustees are able to oversee effectively the
number of Funds in the complex.
The Trust
is part of the American Beacon Funds Complex, which is comprised of 25 series
within the American Beacon Funds, 1 series within the American
Beacon Institutional Funds Trust, and 1 series within the American
Beacon Select Funds. The same persons who constitute the Board of the
Trust also
constitute the Board of the American Beacon Institutional Funds Trust and the
American Beacon Select Funds and each Trustee oversees the Trusts’
combined 27
series.
The Board
holds five (5) regularly scheduled meetings each year. The Board may hold
special meetings, as needed, either in person or by telephone, to address
matters arising between regular meetings. The Independent Trustees also hold at
least one in-person meeting each year during a portion of which
management is not present and may hold special meetings, as needed, either in
person or by telephone.
The
Trustees of the Trust are identified in the tables below, which provide
information as to their principal business occupations and directorships held
during the
last five years and certain other information. Subject to the Trustee Retirement
Plan described below, a Trustee serves until his or her successor
is elected and qualified or until his or her earlier death, resignation or
removal. The address of each Trustee listed below is 220 East Las Colinas
Boulevard, Suite 1200, Irving, Texas 75039. Each Trustee serves for an
indefinite term or until his or her removal, resignation, or
retirement.*
|
|
| |
Name
(Age)*
|
Position
and Length
of Time Served
on the American
Beacon Funds
and American
Beacon Select
Funds |
Position
and Length
of Time Served
on the American
Beacon Institutional
Funds
Trust |
Principal
Occupation(s) and Directorships During Past 5 Years |
INTERESTED
TRUSTEE |
|
|
|
Eugene
J. Duffy (68)**
|
Trustee
since 2008 |
Trustee
since 2017 |
Managing
Director, Global Investment Management Distribution, Mesirow Financial
Administrative
Corporation (2016-Present); Managing Director, Institutional Services,
Intercontinental
Real Estate Corporation (2014-2016); Trustee, American Beacon Sound
Point
Enhanced Income Fund (2018-2021); Trustee, American Beacon Apollo Total
Return Fund
(2018-2021). |
NON-INTERESTED
TRUSTEES |
|
|
|
Gilbert
G. Alvarado (53) |
Trustee
since 2015 |
Trustee
since 2017 |
Chief
Financial Officer, The Conrad Prebys Foundation (2022-Present); President,
SJVIIF, LLC,
Impact Investment Fund (2018-2022); Director, Kura MD, Inc. (local
telehealth organization)
(2015-2017); Senior Vice President/CFO, Sierra Health Foundation (health
conversion
private foundation) (2006-2022); Senior Vice President/CFO, Sierra Health
Foundation:
Center for Health Program Management (California public benefit
corporation) (2012-2022);
Director, Sacramento Regional Technology Alliance (2011-2016); Director,
Valley
Healthcare Staffing (2017–2018); Trustee, American Beacon Sound Point
Enhanced Income
Fund (2018-2021); Trustee, American Beacon Apollo Total Return Fund
(2018-2021). |
Joseph
B. Armes (61) |
Trustee
since 2015 |
Trustee
since 2017 |
Director,
Switchback Energy Acquisition (2019-2021); Chairman & CEO, CSW
Industrials f/k/a
Capital Southwest Corporation (investment company) (2015-Present);
Chairman of the Board
of Capital Southwest Corporation, predecessor to CSW Industrials, Inc.
(investment company)
(2014-2017); President & CEO, JBA Investment Partners (family
investment vehicle)
(2010-Present); Director and Chair of Audit Committee, RSP Permian (oil
and gas producer)
(2013-2018); Trustee, American Beacon Sound Point Enhanced Income Fund
(2018-2021);
Trustee, American Beacon Apollo Total Return Fund
(2018-2021). |
Gerard
J. Arpey (64) |
Trustee
since 2012 |
Trustee
since 2017 |
Partner,
Emerald Creek Group (private equity firm) (2011-Present); Director, S.C.
Johnson & Son,
Inc. (privately held company) (2008-Present); Director, The Home Depot,
Inc. (NYSE: HD)
(2015-Present); Trustee, American Beacon Sound Point Enhanced Income Fund
(2018-2021);
Trustee, American Beacon Apollo Total Return Fund
(2018-2021). |
Brenda
A. Cline (62) |
Chair
since 2019
Vice
Chair 2018
Trustee
since 2004 |
Chair
since 2019
Vice
Chair 2018
Trustee
since 2017 |
Chief
Financial Officer, Treasurer and Secretary, Kimbell Art Foundation
(1993-Present); Director,
Tyler Technologies, Inc. (public sector software solutions company)
(2014-Present); Director,
Range Resources Corporation (oil and natural gas company) (2015-Present);
Trustee,
Cushing Closed-End (2) and Open-End Funds (3) (2017-2021); Chair, American
Beacon
Sound Point Enhanced Income Fund (2019-2021), Vice Chair (2018), Trustee
(2018-2021);
Chair, American Beacon Apollo Total Return Fund (2019-2021), Vice Chair
(2018),
Trustee (2018-2021). |
Claudia
A. Holz (65) |
Trustee
since 2018 |
Trustee
since 2018 |
Independent
Director, Blue Owl Capital Inc. (2021-Present); Partner, KPMG LLP
(1990-2017);
Trustee, American Beacon Sound Point Enhanced Income Fund (2018-2021);
Trustee,
American Beacon Apollo Total Return Fund (2018-2021). |
Douglas
A. Lindgren (61) |
Trustee
since 2018 |
Trustee
since 2018 |
Director,
JLL Income Property Trust (2022-Present); CEO North America, Carne Global
Financial
Services (2016-2017); Consultant, Carne Financial Services (2017-2019);
Managing
Director, IPS Investment Management and Global Head, Content Management,
UBS
Wealth Management (2010-2016); Trustee, American Beacon Sound Point
Enhanced Income
Fund (2018-2021); Trustee, American Beacon Apollo Total Return Fund
(2018-2021). |
Barbara
J. McKenna (60) |
Trustee
since 2012 |
Trustee
since 2017 |
President/Managing
Principal, Longfellow Investment Management Company (2005-Present,
President since 2009); Member, External Diversity Council of the Federal
Reserve
Bank of Boston (2021-Present); Member, Federal Reserve Bank of Boston CEO
Roundtable
(2021-Present); Board Advisor, United States Tennis Association
(2021-Present); Trustee,
American Beacon Sound Point Enhanced Income Fund (2018-2021); Trustee,
American
Beacon Apollo Total Return Fund
(2018-2021). |
* |
The
Board has adopted a retirement policy that requires Trustees to retire no
later than the last day of the calendar year in which they reach the age
of 75. |
** |
Mr.
Duffy is deemed to be an “interested person” of the Trust, as defined by
the Investment Company Act of 1940, as amended, by virtue of his position
with Mesirow Financial,
Inc., a broker-dealer. |
In addition
to the information set forth in the tables above and other relevant
qualifications, experience, attributes or skills applicable to a particular
Trustee,
the following provides further information about the qualifications and
experience of each Trustee.
Gilbert G.
Alvarado: Mr. Alvarado has extensive organizational management and financial
experience as senior vice president and chief financial officer in public
charities and private foundations, service as director of private companies and
non-profit organizations, service as president of non-profit institutional
investment fund, an adjunct professor for a non-profit school of management at
University of San Francisco, and multiple years of service as a
Trustee.
Joseph B.
Armes: Mr. Armes has extensive financial, investment and organizational
management experience as chairman of the board of directors, president
and chief executive officer of an investment company listed on NASDAQ, president
and chief executive officer of a private family investment vehicle,
chief operating officer of a private holding company for a family office,
president, chief executive officer, chief financial officer and director of a
special
purpose acquisition company listed on the American Stock Exchange, a director
and audit committee chair of an oil and gas exploration and production
company listed on the New York Stock Exchange and as an officer of public
companies and as a director and officer of private companies, and
multiple years of service as a Trustee.
Gerard J.
Arpey: Mr. Arpey has extensive organizational management, financial and
international experience serving as chairman, chief executive officer,
and chief financial officer of one of the largest global airlines, service as a
director of public and private companies, service to several charitable
organizations,
and multiple years of service as a Trustee.
Brenda A.
Cline: Ms. Cline has extensive organizational management, financial and
investment experience as executive vice president, chief financial officer,
secretary and treasurer to a private foundation, service as a director, trustee,
audit committee chair, and member of the nominating and governance
committees of various publicly held companies and mutual funds, service as a
trustee to a private university, and several charitable boards, including
acting as a member of their investment and/or audit committees, extensive
experience as an audit senior manager with a large public accounting
firm, and multiple years of service as a Trustee.
Eugene J.
Duffy: Mr. Duffy has extensive experience in the investment management business
and organizational management experience as a member of senior
management, service as a director of a bank, service as a chairman of a
charitable fund and as a trustee to an association, service on the board of a
private university and non-profit organization, service as chair to a financial
services industry association, and multiple years of service as a Trustee.
Claudia A.
Holz: Ms. Holz has extensive financial audit and organizational management
experience obtained as an audit partner with a major public accounting
firm for over 27 years. Prior to her retirement, she led audits of large public
investment company complexes and held several management roles in
the firm’s New York and national offices.
Douglas A.
Lindgren: Mr. Lindgren has extensive senior management experience in the asset
management industry, having overseen several organizations
and numerous fund structures and having served as an Adjunct Professor of
Finance at Columbia Business School.
Barbara J.
McKenna: Ms. McKenna has extensive experience in the investment management
industry, organizational management experience as a member of
senior management, service as a director of an investment manager, member of
numerous financial services industry associations, and multiple
years of service as a Trustee.
Committees
of the Board
The Trust
has an Audit and Compliance Committee (“Audit Committee”). The Audit
Committee consists of Mses.
Holz (Chair)
and McKenna, and
Messrs.
Armes and
Duffy. Ms.
Cline, as Chair of the Board, serves on the Audit Committee in an ex-officio
non-voting capacity. As set forth in its charter,
the primary duties of the Trust’s Audit Committee are: (a) to oversee the
accounting and financial reporting processes of the Trust and the Funds and
their internal controls and, as the Committee deems appropriate, to inquire into
the internal controls of certain third-party service providers; (b) to
oversee the quality and integrity of the Trust’s financial statements and the
independent audit thereof; (c) to approve, prior to appointment, the
engagement
of the Trust’s independent auditors and, in connection therewith, to review and
evaluate the qualifications, independence and performance
of the Trust’s independent auditors; (d) to oversee the Trust’s compliance with
all regulatory obligations arising under applicable federal securities
laws, rules and regulations and oversee management’s implementation and
enforcement of the Trust’s compliance policies and procedures (“Compliance
Program”); and (e) to coordinate the Board’s oversight of the Trust’s CCO in
connection with his or her implementation of the Trust’s Compliance
Program. The Audit Committee met four (4) times during the fiscal year
ended December 31, 2022.
The Trust
has a Nominating and Governance Committee (“Nominating Committee”) that is
comprised of Messrs. Armes (Chair) and
Alvarado, and Mses. Cline
and McKenna. As set
forth in its charter, the Nominating Committee’s primary duties are: (a) to make
recommendations regarding the nomination
of non-interested Trustees to the Board; (b) to make recommendations regarding
the appointment of an Independent Trustee as Chair of the Board;
(c) to evaluate qualifications of potential “interested” members of the Board
and Trust officers; (d) to review shareholder recommendations for
nominations to fill vacancies on the Board; (e) to make recommendations to the
Board for nomination for membership on all committees of the Board; (f)
to consider and evaluate the structure, composition and operation of the Board;
(g) to review shareholder recommendations for proposals to be
submitted for consideration during a meeting of Fund shareholders; and (h) to
consider and make recommendations relating to the compensation of
Independent Trustees and of those officers as to whom the Board is charged with
approving compensation. Shareholder recommendations for Trustee
candidates may be mailed in writing, including a comprehensive resume and any
supporting documentation, to the Nominating Committee in care of the
Secretary of the Funds, and must otherwise comply with the Declaration of Trust
and By-Laws of the Trust. The Nominating and Governance
Committee met four (4) times during the fiscal year ended December 31,
2022.
The Trust
has an Investment Committee that is comprised of Messrs.
Lindgren (Chair),
Alvarado
and Arpey. Ms. Cline,
as Chair of the Board, serves on the
Investment Committee in an ex-officio non-voting capacity. As set forth in its
charter, the Investment Committee’s primary duties are: (a) to review
and
evaluate the short- and long-term investment performance of the Manager and each
of the designated sub-advisors to the Funds; (b) to evaluate recommendations
by the Manager regarding the hiring or removal of designated sub-advisors to the
Funds; (c) to review material changes recommended
by the Manager to the allocation of Fund assets to a sub-advisor; (d) to review
proposed changes recommended by the Manager to the investment
objectives or principal investment strategies of the Funds; and (e) to review
proposed changes recommended by the Manager to the
material
provisions of the advisory agreement with a sub-advisor, including, but not
limited to, changes to the provision regarding compensation. The Investment
Committee met four (4) times during the fiscal year ended December 31,
2022.
Trustee
Ownership in the Funds
The
following tables show the amount of equity securities owned in the Funds and all
series of the American Beacon Funds Complex by the Trustees as of the
calendar year ended December 31, 2022.
| |
|
INTERESTED
TRUSTEE |
|
Duffy |
American
Beacon AHL Managed Futures Strategy Fund |
None |
American
Beacon AHL TargetRisk Fund |
None |
American
Beacon AHL TargetRisk Core Fund |
None |
Aggregate
Dollar Range of Equity Securities in all Trusts (27
Funds as of December 31, 2022) |
Over
$100,000 |
|
|
|
|
|
|
| |
|
NON-INTERESTED
TRUSTEES |
|
Alvarado |
Armes |
Arpey |
Cline |
Holz |
Lindgren |
McKenna |
American
Beacon AHL Managed Futures Strategy Fund |
None |
None |
None |
None |
None |
None |
$50,001
- $100,000 |
American
Beacon AHL TargetRisk Fund |
$10,001
- $50,000 |
Over
$100,000 |
None |
None |
None |
None |
None |
American
Beacon AHL TargetRisk Core Fund |
None |
None |
None |
None |
None |
None |
None |
Aggregate
Dollar Range of Equity Securities in all Trusts (27
Funds as of December 31, 2022) |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
Trustee
Compensation
As
compensation for their service to the American Beacon Funds Complex, including
the Trust (collectively, the “Trusts”), each Trustee is compensated from the
Trusts as follows: (1) an annual retainer of $130,000; (2) meeting attendance
fee (for attendance in person or via teleconference) of (a) $12,000 for
in-person attendance, or $5,000 for telephonic attendance, by Board members for
each regularly scheduled or special Board meeting, (b) $2,500 for
attendance by Committee members at meetings of the Audit Committee and the
Investment Committee, (c) $1,000 for attendance by Committee
members at meetings of the Nominating and Governance Committee; and (d) $2,500
for attendance by Board members for each special telephonic
Board meeting; and (3) reimbursement of reasonable expenses incurred in
attending Board meetings, Committee meetings, and relevant educational
seminars. For this purpose, the Board considers attendance at regular meetings
held by videoconference to constitute in-person attendance
at a Board meeting. The Trustees also may be compensated for attendance at
special Board and/or Committee meetings from time to time.
For her
service as Board Chair, Ms. Cline receives an additional annual retainer of
$50,000. Although she attends several committee meetings at each quarterly
Board meeting, she receives a single $2,500 fee each quarter for her attendance
at the Audit Committee and Investment Committee meetings.
The chairpersons of the Audit Committee and the Investment Committee each
receive an additional annual retainer of $25,000 and the Chair of
the Nominating and Governance Committee receives an additional annual retainer
of $10,000.
|
| |
The
following table shows total compensation (excluding reimbursements) paid
by the Trusts to each Trustee for the fiscal year ended December 31,
2022. |
Name
of Trustee |
Aggregate
Compensation from the Trust |
Total
Compensation from the Trusts |
INTERESTED
TRUSTEE |
|
|
Eugene
J. Duffy |
$207,874 |
$219,000 |
NON-INTERESTED
TRUSTEES |
|
|
Gilbert
G. Alvarado |
$227,807 |
$240,000 |
Joseph
B. Armes |
$217,366 |
$229,000 |
Gerard
J. Arpey |
$203,128 |
$214,000 |
Brenda
A. Cline1
|
$261,029 |
$275,000 |
Claudia
A. Holz |
$204,077 |
$215,000 |
Douglas
A. Lindgren |
$204,077 |
$215,000 |
Barbara
J. McKenna |
$208,111 |
$219,250 |
1 |
Upon
her
retirement
from the Board, Ms. Cline is eligible for flight benefits afforded to
Eligible Trustees who served on the Boards prior to September 12, 2008 as
described
below. |
The Boards
have adopted a Trustee Retirement Plan. The Trustee Retirement Plan provides
that a Trustee who has served on the Boards prior to September
12, 2008, and who has reached a mandatory retirement age established by the
Board (currently 75) is eligible to elect Trustee Emeritus status
(“Eligible Trustees”). Eligible Trustees
who have served on the Board of one or more Trusts for at least five years may
elect to retire from the
Board at an
earlier age and immediately assume Trustee Emeritus status. The Board has
determined that, other than the Trustee Retirement Plan established
for Eligible Trustees, no other retirement benefits will accrue for current or
future Trustees. Ms. Cline
is the only Eligible Trustee.
Each
Eligible Trustee and his or her spouse (or designated companion) may receive
annual flight benefits from the Trusts of up to $40,000 combined, on a
tax-grossed up basis, on American Airlines (a subsidiary of the Manager’s former
parent company) for a maximum period of 10 years, depending upon length
of service prior to September 12, 2008. Eligible Trustees may opt to receive
instead an annual retainer of $20,000 from the Trusts in lieu of flight
benefits. No retirement benefits are accrued for Board service after September
12, 2008.
A Trustee
Emeritus must be reasonably available to provide advice, counseling and
assistance to the Trustees and American Beacon as needed, as agreed to
from time to time by the parties involved; however, a Trustee Emeritus does not
have any voting rights at Board meetings and is not subject to election
by shareholders of the Funds. Currently, three individuals who retired
from the Board and accrued retirement benefits for periods prior to September
12, 2008, have assumed Trustee Emeritus status. Two individuals and their
spouses receive annual flight benefits of up to $40,000 combined,
on a tax-grossed up basis, on American Airlines. The other individual receives
an annual retainer of $20,000 from the Trusts in lieu of flight benefits.
Principal
Officers of the Trust
The
Officers of the Trust conduct and supervise its daily business. As of the date
of this SAI, the Officers of the Trust, their ages, their business address
and their
principal occupations and directorships during the past five years are as set
forth below. The address of each Officer is 220 East Las Colinas Boulevard,
Suite 1200, Irving, Texas 75039. Each Officer serves for a term of one year or
until his or her resignation, retirement, or removal. Each Officer has
and continues to hold the same position with the American Beacon Funds, the
American Beacon Select Funds, and the American Beacon Institutional
Funds Trust.
|
|
| |
Name
(Age) |
Position
and Length
of Time Served
on the American
Beacon Funds
and American
Beacon Select
Funds |
Position
and Length
of Time Served
on the American
Beacon Institutional
Funds
Trust |
Principal
Occupation(s) and Directorships During Past 5 Years |
OFFICERS |
|
|
|
Jeffrey
K. Ringdahl (48) |
President since
April 2022
Vice
President 2010-2022 |
President since
April 2022
Vice
President 2017-2022 |
Director
(2015-Present), President (2018-Present), Chief Executive Officer
(2022-Present), Chief
Operating Officer (2010-2022), Senior Vice President (2013-2018), American
Beacon Advisors,
Inc.; Director (2015-Present), President (2018-Present), Senior Vice
President (2015-2018),
Resolute Investment Holdings, LLC; Director (2015-Present), President
(2018-Present),
Senior Vice President (2015-2018), Resolute Topco, Inc.; Director
(2015-Present),
President (2018-Present), Senior Vice President (2015-2018), Resolute
Acquisition,
Inc.; Director (2015-Present), President (2018-Present), Chief Executive
Officer (2022-Present),
Chief Operating Officer (2018-2022), Senior Vice President (2015-2018),
Resolute
Investment Managers, Inc.; Director (2017-Present), President and Chief
Executive Officer
(2022-Present), Executive Vice President (2017-2022), Resolute Investment
Distributors,
Inc.; Director (2017-Present), President (2018-Present), Chief Executive
Officer (2022-Present),
Chief Operating Officer (2018-2022), Executive Vice President (2017-2018),
Resolute
Investment Services, Inc.; President (2022-Present), Senior Vice President
(2017-2022),
Vice President (2012-2017), Manager (2015-Present), American Private
Equity Management,
L.L.C.; Trustee, American Beacon NextShares Trust (2015-2020); Director
and Executive
Vice President & Chief Operating Officer, Alpha Quant Advisors, LLC
(2016-2020); Director,
Shapiro Capital Management, LLC (2017-Present); Director and Executive
Vice President,
Continuous Capital, LLC (2018-2022); Director, RSW Investments Holdings,
LLC (2019-Present);
Manager, SSI Investment Management, LLC (2019-Present); Director,
National
Investment Services of America, LLC (2019-Present); Director and Vice
President, American
Beacon Cayman Transformational Innovation Company, Ltd., (2017-2018); Vice
President,
American Beacon Delaware Transformational Innovation Corporation
(2017-2018);
Director (2014-Present), President (2022-Present) and Vice President
(2014-2022),
American Beacon Cayman Managed Futures Strategy Fund, Ltd.; Director
(2018-Present)
and, President (2022-Present), Vice President (2018-2022), American Beacon
Cayman
TargetRisk Company, Ltd.; Vice President, American Beacon Sound Point
Enhanced Income
Fund (2018-2021); Vice President, American Beacon Apollo Total Return Fund
(2018-2021). |
|
|
| |
Name
(Age) |
Position
and Length
of Time Served
on the American
Beacon Funds
and American
Beacon Select
Funds |
Position
and Length
of Time Served
on the American
Beacon Institutional
Funds
Trust |
Principal
Occupation(s) and Directorships During Past 5 Years |
Rosemary
K. Behan (64) |
Vice
President, Secretary
and Chief
Legal Officer since
2006 |
Vice
President, Secretary
and Chief
Legal Officer since
2017 |
Senior
Vice President (2021-Present), Vice President (2006-2021), Secretary and
General Counsel
(2006-Present), American Beacon Advisors, Inc.; Secretary, Resolute
Investment Holdings,
LLC (2015-Present); Secretary, Resolute Topco, Inc. (2015-Present);
Secretary, Resolute
Acquisition, Inc. (2015-Present); Senior Vice President (2021-Present),
Vice President
(2015-2021), Secretary and General Counsel (2015-Present), Resolute
Investment Managers,
Inc.; Secretary, Resolute Investment Distributors, Inc. (2017-Present);
Senior Vice President
(2021-Present), Vice President (2017-2021), Secretary and General Counsel
(2017-Present),
Resolute Investment Services, Inc.; Secretary, American Private Equity
Management,
LLC (2008-Present); Secretary and General Counsel, Alpha Quant Advisors,
LLC
(2016-2020); Vice President and Secretary, Continuous Capital, LLC
(2018-2022); Secretary,
Green Harvest Asset Management, LLC (2019-2021); Secretary, American
Beacon
Delaware Transformational Innovation Corporation (2017-2018); Secretary,
American
Beacon Cayman Transformational Innovation Company, Ltd. (2017-2018);
Secretary,
American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present);
Secretary,
American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Vice
President,
Secretary, and Chief Legal Officer, American Beacon Sound Point Enhanced
Income
Fund (2018-2021); Vice President, Secretary, and Chief Legal Officer,
American Beacon
Apollo Total Return Fund (2018-2021). |
Paul
B. Cavazos (53) |
Vice
President since
2016 |
Vice
President since
2017 |
Chief
Investment Officer and Senior Vice President, American Beacon Advisors,
Inc. (2016-Present);
Vice President, American Private Equity Management, L.L.C. (2017-Present);
Vice
President, American Beacon Sound Point Enhanced Income Fund (2018-2021);
Vice President,
American Beacon Apollo Total Return Fund (2018-2021). |
Erica
B. Duncan (52) |
Vice
President since
2011 |
Vice
President since
2017 |
Vice
President, American Beacon Advisors, Inc. (2011-Present); Vice President,
Resolute Investment
Managers, Inc. (2018-Present); Vice President, Resolute Investment
Services, Inc. (2018-Present);
Vice President, American Beacon Sound Point Enhanced Income Fund
(2018-2021);
Vice President, American Beacon Apollo Total Return Fund
(2018-2021). |
Rebecca
L. Harris (56) |
Vice
President Since
2022 |
Vice
President Since
2022 |
Senior
Vice President (2021-Present), Vice President (2011-2021), American Beacon
Advisors,
Inc.; Senior Vice President (2021-Present), Vice President (2017-2021),
Resolute Investment
Managers, Inc.; Senior Vice President (2021-Present), Vice President
(2017-2021),
Resolute Investment Services, Inc.; Vice President, Alpha Quant Advisors,
LLC (2016-2020);
Vice President (2018-2022), Director (2022) Continuous Capital, LLC;
Director (2022-Present)
National Investment Services of America, LLC; Director (2022-Present) RSW
Investments
Holdings LLC; Director (2022-Present) Shapiro Capital Management LLC;
Director
(2022-Present) SSI Investment Management LLC; Assistant Secretary,
American Beacon
Sound Point Enhanced Income Fund (2018-2021); Assistant Secretary,
American Beacon
Apollo Total Return Fund (2018-2021); Assistant Secretary, American Beacon
Funds (2010
– 2022); Assistant Secretary, American Beacon Select Funds (2010 – 2022);
Assistant Secretary,
American Beacon Institutional Funds Trust (2017 –
2022). |
Terri
L. McKinney (59) |
Vice
President since
2010 |
Vice
President since
2017 |
Senior
Vice President, (2021-Present) Vice President, (2009-2021), American
Beacon Advisors,
Inc.; Senior Vice President (2021-Present), Vice President (2017-2021),
Resolute Investment
Managers, Inc.; Senior Vice President (2021-Present), Vice President
(2018-2021),
Resolute Investment Services, Inc.; Vice President, Alpha Quant Advisors,
LLC (2016-2020);
Vice President, Continuous Capital, LLC (2018-2022); Vice President,
American
Beacon Sound Point Enhanced Income Fund (2018-2021); Vice President,
American
Beacon Apollo Total Return Fund (2018-2021). |
Samuel
J. Silver (60) |
Vice
President since
2011 |
Vice
President since
2017 |
Vice
President (2011-Present), Chief Fixed Income Officer (2016-Present),
American Beacon Advisors,
Inc.; Vice President, American Beacon Sound Point Enhanced Income Fund
(2018-2021);
Vice President, American Beacon Apollo Total Return Fund
(2018-2021). |
|
|
| |
Name
(Age) |
Position
and Length
of Time Served
on the American
Beacon Funds
and American
Beacon Select
Funds |
Position
and Length
of Time Served
on the American
Beacon Institutional
Funds
Trust |
Principal
Occupation(s) and Directorships During Past 5 Years |
Melinda
G. Heika (61) |
Vice
President since
2021 |
Vice
President since
2021 |
Senior
Vice President (2021-Present), Treasurer and CFO (2010-Present), American
Beacon Advisors,
Inc.; Treasurer, Resolute Topco, Inc. (2015-Present); Treasurer, Resolute
Investment
Holdings, LLC (2015-Present); Treasurer, Resolute Acquisition, Inc.
(2015-Present);
Senior Vice President (2021-Present), Treasurer and CFO (2017-Present),
Resolute
Investment Managers, Inc.; Treasurer, Resolute Investment Distributors,
Inc. (2017);
Senior Vice President (2021-Present), Treasurer and CFO (2017-Present),
Resolute Investment
Services, Inc.; Treasurer, American Private Equity Management, L.L.C.
(2012-Present);
Treasurer and CFO, Alpha Quant Advisors, LLC (2016-2020); Treasurer,
Continuous
Capital, LLC (2018-2022); Treasurer, American Beacon Cayman Transformational
Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware
Transformational
Innovation Corporation (2017-2018); Director (2014-Present), Vice
President
(2022-Present) and Treasurer (2014-2022), American Beacon Cayman Managed
Futures
Strategy Fund, Ltd.; Director and Vice President (2022-Present), and
Treasurer (2018-2022),
American Beacon Cayman TargetRisk Company, Ltd.; Principal Accounting
Officer
and Treasurer, American Beacon Funds (2010-2021); Principal Accounting
Officer and
Treasurer, American Beacon Select Funds (2010-2021); Principal Accounting
Officer and
Treasurer, American Beacon Institutional Funds Trust (2017-2021);
Principal Accounting Officer
and Treasurer (2018-2021), Vice President (2021), American Beacon Sound
Point Enhanced
Income Fund; Principal Accounting Officer and Treasurer (2018-2021), Vice
President
(2021), American Beacon Apollo Total Return Fund
(2018-2021). |
Gregory
Stumm (41) |
Vice
President since
2022 |
Vice
President since
2022 |
Senior
Vice President, American Beacon Advisors, Inc. (2022-Present); Senior Vice
President, Resolute
Investment Managers, Inc. (2022-Present); Senior Vice
President, Resolute Investment
Services, Inc. (2022-Present); Director and Senior Vice President,
Resolute Investment
Distributors, Inc. (2022-Present). |
Sonia
L. Bates (66) |
Principal
Accounting
Officer
and Treasurer since
2021 |
Principal
Accounting
Officer
and Treasurer since
2021 |
Assistant
Treasurer, American Beacon Advisors, Inc. (2011-2018); Vice President,
Fund and Tax
Reporting (2023-Present), Director, Fund and Tax Reporting (2011-2023),
Resolute Investment
Services, Inc; Assistant Treasurer, American Private Equity Management,
L.L.C. (2012-Present);
Assistant Treasurer, American Beacon Cayman Transformational Innovation
Company,
Ltd. (2017-2018); Treasurer, American Beacon Cayman Managed Futures
Strategy
Fund, Ltd. (2022-Present); Treasurer (2022-Present) and Assistant
Treasurer (2018-2022),
American Beacon Cayman TargetRisk Company, Ltd.; Assistant Treasurer
(2018-2021),
Principal Accounting Officer and Treasurer (2021), American Beacon Sound
Point
Enhanced Income Fund; Assistant Treasurer (2019-2021), Principal
Accounting Officer and
Treasurer (2021), American Beacon Apollo Total Return Fund; Assistant
Treasurer, American
Beacon Funds (2011-2021); Assistant Treasurer, American Beacon Select
Funds (2011-2021);
Assistant Treasurer, American Beacon Institutional Funds Trust
(2017-2021). |
Christina
E. Sears (51) |
Chief
Compliance
Officer since
2004
Assistant
Secretary since
1999 |
Chief
Compliance
Officer
and Assistant
Secretary since
2017 |
Chief
Compliance Officer (2004-Present), Vice President (2019-Present), American
Beacon Advisors,
Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present);
Vice President,
Resolute Investment Distributors, Inc. (2017-Present); Vice President,
Resolute Investment
Services, Inc. (2019-Present); Chief Compliance Officer, American Private
Equity Management,
LLC (2012-Present); Chief Compliance Officer, Green Harvest Asset
Management,
LLC (2019-2021); Chief Compliance Officer, RSW Investments Holdings, LLC
(2019-Present);
Chief Compliance Officer (2016-2019), Vice President (2016-2020), Alpha
Quant
Advisors, LLC; Chief Compliance Officer (2018-2019), Vice President
(2018-2022), Continuous
Capital, LLC.; Chief Compliance Officer and Assistant Secretary, American
Beacon
Sound Point Enhanced Income Fund (2018-2021); Chief Compliance Officer and
Assistant
Secretary, American Beacon Apollo Total Return Fund
(2018-2021). |
Shelley
L. Dyson (53) |
Assistant
Treasurer since
2021 |
Assistant
Treasurer since
2021 |
Fund
Tax Manager (2020-Present), Manager, Tax (2014-2020), Resolute Investment
Services,
Inc.; Assistant Treasurer, American Beacon Cayman Managed Futures Strategy
Fund,
Ltd. (2022-Present); Assistant Treasurer, American Beacon Cayman
TargetRisk Company,
Ltd (2022-Present); Assistant Treasurer, American Beacon Sound Point
Enhanced Income
Fund (2021); Assistant Treasurer, American Beacon Apollo Total Return Fund
(2021). |
Shelley
D. Abrahams (48) |
Assistant
Secretary since
2008 |
Assistant
Secretary since
2017 |
Corporate
Governance Manager (2023-Present), Senior Corporate Governance &
Regulatory
Specialist (2020-2023), Corporate Governance & Regulatory Specialist
(2017-2020),
Resolute Investment Services, Inc.; Assistant Secretary, American Beacon
Cayman
Managed Futures Strategy Fund, Ltd. (2022-Present); Assistant Secretary,
American Beacon
Cayman TargetRisk Company, Ltd (2022-Present); Assistant Secretary,
American Beacon
Sound Point Enhanced Income Fund (2018-2021); Assistant Secretary,
American Beacon
Apollo Total Return Fund
(2018-2021). |
|
|
| |
Name
(Age) |
Position
and Length
of Time Served
on the American
Beacon Funds
and American
Beacon Select
Funds |
Position
and Length
of Time Served
on the American
Beacon Institutional
Funds
Trust |
Principal
Occupation(s) and Directorships During Past 5 Years |
Michael
D. Jiang (38) |
Assistant
Secretary since
2021 |
Assistant
Secretary since
2021 |
Assistant
Secretary (2022-Present), Associate General Counsel (2021-Present),
American Beacon
Advisors, Inc.; Assistant Secretary (2021-Present), Resolute Investment
Distributors, Inc.;
Assistant Secretary (2022-Present), Associate General Counsel
(2021-Present), Resolute Investment
Managers, Inc.; Assistant Secretary (2022-Present), Associate General
Counsel (2021-Present),
Resolute Investment Services, Inc.; Vice President (2018-2021), Second
Vice President
(2015-2018), The Northern Trust Company; Assistant Secretary, American
Beacon Sound
Point Enhanced Income Fund (2021); Assistant Secretary, American Beacon
Apollo Total
Return Fund (2021). |
Teresa
A. Oxford (64) |
Assistant
Secretary since
2015 |
Assistant
Secretary since
2017 |
Assistant
Secretary and Associate General Counsel (2015-Present), American Beacon
Advisors,
Inc.; Assistant Secretary (2018-2021), Resolute Investment Distributors,
Inc.; Assistant
Secretary and Associate General Counsel (2017-Present), Resolute
Investment Managers,
Inc.; Assistant Secretary and Associate General Counsel (2018-Present),
Resolute Investment
Services, Inc.; Assistant Secretary (2016-2020), Alpha Quant Advisors,
LLC; Assistant
Secretary (2020-2022), Continuous Capital, LLC.; Assistant Secretary,
American Beacon
Sound Point Enhanced Income Fund (2018-2021); Assistant Secretary,
American Beacon
Apollo Total Return Fund (2018-2021). |
CODE
OF ETHICS
The
Manager, the Trust, the Distributor, and the sub-advisor each have adopted a
Code of Ethics under Rule 17j-1 of the Investment Company Act. Each Code
of Ethics significantly restricts the personal trading of all employees with
access to non-public portfolio information. For example, each Code of Ethics
generally requires pre-clearance of all personal securities trades (with limited
exceptions) and prohibits employees from purchasing or selling a security
that is being purchased or sold or being considered for purchase (with limited
exceptions) or sale by any Fund. In addition, the Manager’s and the Trust’s
Code of Ethics requires employees to report trades in shares of the Trusts. Each
Code of Ethics is on public file with, and may be obtained from, the
SEC.
PROXY
VOTING POLICIES
Each Fund
invests exclusively in non-voting securities and is therefore not expected to
vote proxies relating to portfolio securities. If a Fund were to vote
any
proxies, the proxy voting record for the most recent year ended June 30 is
available as of August 31 of each year upon request and without charge
by calling
1-800-967-9009 or by visiting the SEC’s website at http://www.sec.gov. The proxy
voting record can be found in Form N-PX on the SEC’s website.
CONTROL
PERSONS AND 5% SHAREHOLDERS
A principal
shareholder is any person who owns of record or beneficially 5% or more of any
class of a Fund’s outstanding shares. A control person is a shareholder
that owns beneficially or through controlled companies more than 25% of the
voting securities of a company or acknowledges the existence
of control. Shareholders owning voting securities in excess of 25% may determine
the outcome of any matter affecting and voted on by shareholders
of a Fund. The actions of an entity or person that controls a Fund could have an
effect on other shareholders. For instance, a control person may
have effective voting control over a Fund or large redemptions by a control
person could cause a Fund’s other shareholders to pay a higher pro rata
portion of a Fund’s expenses.
Set forth
below are entities or persons that own 5% or more of the outstanding shares of a
class of the Funds as of April 1, 2023. The
Trustees and officers
as a group
own 1.15% of the R5 Class shares of the American Beacon AHL TargetRisk
Fund. The Trustees and officers of the Trusts, as
a group, own less
than 1% of all other classes of
each Fund’s shares outstanding.
American
Beacon AHL Managed Futures Strategy Fund
|
|
|
|
|
| |
Shareholder
Address |
Fund
Percentage (listed
if over 25%) |
A
CLASS |
C
CLASS |
Y
CLASS |
R5
CLASS |
Investor
CLASS |
AMERICAN
ENTERPRISE INV SVCS*
|
|
|
|
6.06% |
|
|
707
2ND AVE S |
|
|
|
|
|
|
MINNEAPOLIS
MN 55402-2405 |
|
|
|
|
|
|
CHARLES
SCHWAB & CO INC* |
|
|
|
11.62% |
|
52.93% |
SPECIAL
CUST A/C |
|
|
|
|
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
|
|
|
|
ATTN
MUTUAL FUNDS |
|
|
|
|
|
|
101
MONTGOMERY ST |
|
|
|
|
|
|
|
|
|
|
|
| |
Shareholder
Address |
Fund
Percentage (listed
if over 25%) |
A
CLASS |
C
CLASS |
Y
CLASS |
R5
CLASS |
Investor
CLASS |
SAN
FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
J.P.
MORGAN SECURITIES LLC OMNIBUS* |
|
|
|
|
38.96% |
|
ACCT
FOR THE EXCLUSIVE BEN OF CUST |
|
|
|
|
|
|
4
CHASE METROTECH CTR FL 3RD |
|
|
|
|
|
|
BROOKLYN
NY 11245-0003 |
|
|
|
|
|
|
LPL
FINANCIAL* |
|
|
10.73% |
|
|
|
4707
EXECUTIVE DR |
|
|
|
|
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
|
|
|
MERRILL
LYNCH PIERCE FENNER &* |
|
|
6.32% |
|
|
|
SMITH
INC (HOUSE ACCOUNT) |
|
|
|
|
|
|
THE
AMERICAN BEACON FUNDS |
|
|
|
|
|
|
4800
DEER LAKE DR EAST |
|
|
|
|
|
|
JACKSONVILLE
FL 32246-6484 |
|
|
|
|
|
|
MORGAN
STANLEY SMITH BARNEY LLC* |
|
|
31.33% |
31.94% |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
|
|
|
|
1 NEW
YORK PLZ FL 12 |
|
|
|
|
|
|
NEW
YORK NY 10004-1965 |
|
|
|
|
|
|
NATIONAL
FINANCIAL SERVICES LLC* |
|
87.34% |
|
17.83% |
|
27.52% |
FOR
EXCLUSIVE BENEFIT OF OUR |
|
|
|
|
|
|
CUSTOMERS |
|
|
|
|
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
|
|
499
WASHINGTON BLVD |
|
|
|
|
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
PERSHING
LLC* |
|
|
30.26% |
|
|
5.36% |
1
PERSHING PLZ |
|
|
|
|
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
|
|
|
TD
AMERITRADE INC FOR THE* |
|
|
|
|
|
7.78% |
EXCLUSIVE
BENEFIT OF OUR CLIENTS |
|
|
|
|
|
|
PO
BOX 2226 |
|
|
|
|
|
|
OMAHA
NE 68103-2226 |
|
|
|
|
|
|
WELLS
FARGO CLEARING SERVICES LLC* |
|
|
10.09% |
9.26% |
|
|
SPECIAL
CUSTODY ACCT FOR THE |
|
|
|
|
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
|
|
|
|
2801
MARKET ST |
|
|
|
|
|
|
ST
LOUIS MO 63103-2523 |
|
|
|
|
|
|
SAXON
& CO.* |
|
|
|
|
20.21% |
|
PO
BOX 94597 |
|
|
|
|
|
|
CLEVELAND
OH 44101-4597 |
|
|
|
|
|
|
SEI
PRIVATE TRUST COMPANY* |
|
|
|
|
15.72% |
|
C/O
REGIONS |
|
|
|
|
|
|
1
FREEDOM VALLEY DRIVE |
|
|
|
|
|
|
OAKS
PA 19456-9989 |
|
|
|
|
|
|
* |
Denotes
record owner of Fund shares only |
American
Beacon AHL TargetRisk Fund
|
|
|
|
|
| |
Shareholder
Address |
Fund
Percentage (listed
if over 25%) |
A
CLASS |
C
CLASS |
Y
CLASS |
R5
CLASS |
Investor
CLASS |
CHARLES
SCHWAB & CO INC*
|
26.94% |
|
|
22.49% |
57.03% |
33.33% |
SPECIAL
CUST A/C |
|
|
|
|
|
|
EXCLUSIVE
BENEFIT OF CUSTOMERS |
|
|
|
|
|
|
ATTN
MUTUAL FUNDS |
|
|
|
|
|
|
101
MONTGOMERY ST |
|
|
|
|
|
|
SAN
FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
CHARLES
SCHWAB & CO INC* |
|
22.27% |
|
|
|
|
SPECIAL
CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
|
|
ATTN
MUTUAL FUNDS |
|
|
|
|
|
|
211
MAIN STREET |
|
|
|
|
|
|
SAN
FRANCISCO CA 94105-1901 |
|
|
|
|
|
|
LPL
FINANCIAL* |
|
19.03% |
17.99% |
10.33% |
|
|
4707
EXECUTIVE DR |
|
|
|
|
|
|
SAN
DIEGO CA 92121-3091 |
|
|
|
|
|
|
MORGAN
STANLEY SMITH BARNEY LLC* |
|
43.22% |
48.64% |
25.71% |
|
|
FOR
THE EXCLUSIVE BENE OF ITS CUST |
|
|
|
|
|
|
1 NEW
YORK PLZ FL 12 |
|
|
|
|
|
|
NEW
YORK NY 10004-1965 |
|
|
|
|
|
|
NATIONAL
FINANCIAL SERVICES LLC* |
|
|
11.76% |
15.42% |
32.31% |
31.30% |
FOR
EXCLUSIVE BENEFIT OF OUR |
|
|
|
|
|
|
CUSTOMERS |
|
|
|
|
|
|
ATTN
MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
|
|
499
WASHINGTON BLVD |
|
|
|
|
|
|
JERSEY
CITY NJ 07310-1995 |
|
|
|
|
|
|
PERSHING
LLC* |
|
10.57% |
14.38% |
6.15% |
|
27.83% |
1
PERSHING PLZ |
|
|
|
|
|
|
JERSEY
CITY NJ 07399-0001 |
|
|
|
|
|
|
RAYMOND
JAMES* |
|
|
|
6.18% |
|
|
OMNIBUS
FOR MUTUAL FUNDS |
|
|
|
|
|
|
ATTN
COURTNEY WALLER |
|
|
|
|
|
|
880
CARILLON PKWY |
|
|
|
|
|
|
ST
PETERSBURG FL 33716-1100 |
|
|
|
|
|
|
* |
Denotes
record owner of Fund shares only |
American
Beacon AHL TargetRisk Core Fund
|
|
|
|
| |
Shareholder
Address |
Fund
Percentage (listed
if over 25%) |
A
CLASS |
C
CLASS |
Y
CLASS |
R6
CLASS |
AMERICAN
BEACON ADVISORS |
48.51% |
100.00% |
100.00% |
100.00% |
47.46% |
220
LAS COLINAS BLVD E STE 1200 |
|
|
|
|
|
IRVING
TX 75039-5500 |
|
|
|
|
|
MAN
INVESTMENTS FINANCE INC |
51.49% |
|
|
|
52.54% |
452
5TH AVE FL 26 |
|
|
|
|
|
NEW
YORK NY 10018-2782 |
|
|
|
|
|
INVESTMENT
SUB-ADVISORY AGREEMENT
The Funds’
sub-advisor is listed below with information regarding its controlling persons
or entities. According to the Investment Company Act, a person or
entity with control with respect to an investment advisor has “the power to
exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position with
such company.” Persons and entities affiliated with the sub-advisor may
be
considered affiliates of the Funds.
|
| |
AHL
Partners LLP (“AHL”) |
Controlling
Person/Entity |
Basis
of Control |
Nature
of Controlling Person/Entity’s Business |
Man
Investments Limited |
Managing
Member holding over 50.1% of the voting
rights |
Investment
management firm founded in 1987 |
Man
Group plc |
Ultimate
Parent Company |
Investment
management firm |
The Trust,
on behalf of the American Beacon AHL Managed Futures Strategy Fund, and the
Manager have entered into an Investment Advisory Agreement
with AHL pursuant to which the Fund has agreed to pay AHL an annualized
sub-advisory fee that is calculated and accrued daily equal to 1.00% of
the Fund’s average daily net assets.
The Trust,
on behalf of the American Beacon AHL TargetRisk Fund, and the Manager have
entered into an Investment Advisory Agreement with AHL pursuant to
which the Fund has agreed to pay AHL an annualized sub-advisory fee that is
calculated and accrued daily equal to 0.55% on the first $500
million, 0.50% on the next $500 million, 0.45% on the next $500
million and 0.40% thereafter of the Fund’s average daily net
assets.
The Trust,
on behalf of the American Beacon AHL TargetRisk Core Fund, and the Manager have
entered into an Investment Advisory Agreement with AHL
pursuant to which the Fund has agreed to pay AHL an annualized sub-advisory fee
that is calculated and accrued daily equal to 0.525% on the first $500
million, 0.50% on the next $500 million, 0.45% on the next $500
million and 0.40% thereafter of the Fund’s average daily net
assets.
Each
Investment Advisory Agreement will automatically terminate if assigned, and may
be terminated without penalty at any time by the Manager, by a vote of a
majority of the Trustees or by a vote of a majority of the outstanding voting
securities of the applicable Fund on no less than thirty (30) days’ nor
more than sixty (60) days’ written notice to the sub-advisor, or by the
sub-advisor upon sixty (60) days’ written notice to the Trust. The Investment
Advisory Agreements will continue in effect from year to year provided that
annually such continuance is specifically approved by a vote of the
Trustees, including the affirmative votes of a majority of the Trustees who are
not parties to the Investment Advisory Agreement or “interested persons”
(as defined in the Investment Company Act) of any such party, cast in person at
a meeting called for the purpose of considering such approval,
or by the vote of shareholders.
Pursuant to
a separate agreement, AHL also serves as the sub-advisor of the Subsidiaries.
AHL does not receive additional compensation for its management
of the Subsidiaries.
In
rendering investment advisory services to the Funds, the sub-advisor may use the
resources of one or more foreign (non-U.S.) affiliates that are not registered
under the Investment Advisers Act of 1940, as amended (the “Investment
Sub-Advisor’s Foreign Affiliates”) to provide portfolio management,
research and trading services to the Funds. Under a Participating Affiliate
Agreement, each of the Investment Sub-Advisor’s Foreign
Affiliates
are considered Participating Affiliates of the sub-advisor pursuant to
applicable guidance from the staff of the SEC allowing U.S. registered
advisers to
use investment advisory and trading resources of unregistered advisory
affiliates subject to the regulatory supervision of the registered adviser.
Each Participating Affiliate and any of their respective employees who provide
services to the Funds are considered under the Participating Affiliate
Agreement to be “supervised persons” of the sub-advisor as that term is defined
in the Investment Advisers Act of 1940, as amended.
MANAGEMENT,
ADMINISTRATIVE, SECURITIES LENDING, AND DISTRIBUTION SERVICES
The
Manager
The
Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas
75039 is a Delaware corporation and a wholly-owned subsidiary of Resolute
Investment Managers, Inc. (“RIM”). RIM is, in turn, a wholly-owned
subsidiary of Resolute Acquisition, Inc., which is a wholly-owned
subsidiary
of Resolute Topco, Inc., a wholly-owned subsidiary of Resolute
Investment Holdings, LLC (“RIH”). RIH is owned primarily by Kelso
Investment Associates
VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P., investment
funds affiliated with Kelso & Company, L.P. (“Kelso”) or Estancia Capital
Management,
LLC (“Estancia”), which are private equity firms. The address of Kelso and its
investment funds is 320 Park Avenue, 24th Floor, New York, NY
10022. The address of Estancia and its investment fund is 20865 N 90th Place,
Suite 200, Scottsdale, AZ 85255. The address of RIH is 220 East Las
Colinas Boulevard, Suite 1200, Irving, TX 75039.
Listed
below are individuals and entities that may be deemed control persons of the
Manager.
|
| |
Controlling
Person/Entity |
Basis
of Control |
Nature
of Controlling Person/Entity’s Business |
Resolute
Investment Holdings, LLC |
Parent
Company |
Holding
Company - Founded in 2015 |
Kelso
Investment Associates VIII, L.P. |
Ownership
in Parent Company |
Investment
Fund |
The Manager
is paid a management fee as compensation for providing each Fund with
management and administrative services. The expenses are allocated
daily to each class of shares of a Fund based upon the relative proportion
of net assets represented by such class.
The
American Beacon AHL Managed Futures Strategy Fund’s Management Agreement with
the Manager provides for the Fund to pay the Manager an annualized
management fee equal to 0.35% of the average daily net assets of the
Fund.
The
American Beacon AHL
TargetRisk Fund and American Beacon AHL TargetRisk Core Fund’s Management
Agreement with the Manager provides for each Fund
to pay the Manager an annualized management fee based on a percentage of each
Fund’s average daily net assets that is calculated and accrued
daily according to the following schedule:
| |
First
$5 billion |
0.35% |
Next
$5 billion |
0.325% |
Next
$10 billion |
0.30% |
Over
$20 billion |
0.275% |
Operating
expenses directly attributable to a specific class are charged against the
assets of that class. Pursuant to the Management Agreement, the Manager
provides the Trust with office space, office equipment and personnel necessary
to manage and administer the Trust’s operations. This includes:
■ |
complying
with reporting requirements; |
■ |
corresponding
with shareholders; |
■ |
maintaining
internal bookkeeping, accounting and auditing services and
records; |
■ |
supervising
the provision of services to the Trust by third parties;
and |
■ |
administering
the Funds’ interfund lending facility and lines of credit, if
applicable. |
In addition
to its oversight of the sub-advisor, the Manager may invest the portion of a
Fund’s assets that the sub-advisor determines to be allocated to short-term
investments.
Each Fund
is responsible for expenses not otherwise assumed by the Manager, including the
following: audits by independent auditors; transfer agency,
custodian, dividend disbursing agent and shareholder recordkeeping services;
taxes, if any, and the preparation of a Fund’s tax returns; interest;
costs of Trustee and shareholder meetings; preparing, printing and mailing
prospectuses and reports to existing shareholders; fees for filing reports
with regulatory bodies and the maintenance of a Fund’s existence; legal fees;
fees to federal and state authorities for the registration of shares;
fees and
expenses of Trustees; insurance and fidelity bond premiums; fees paid to service
providers providing reports regarding adherence by sub-advisors
to the investment style of each Fund; fees paid for brokerage commission
analysis for the purpose of monitoring best execution practices of the
sub-advisors; and any extraordinary expenses of a nonrecurring
nature.
The Manager
has contractually agreed from time to time to waive fees and/or reimburse
expenses for each Fund in order to maintain competitive expense
ratios for each Fund. The contractual expense reimbursement can be changed or
terminated only in the discretion and with the approval of a majority of
a Fund’s Board of Trustees. The Manager will itself waive fees and/or reimburse
expenses of a Fund to maintain the contractual expense ratio caps
for each applicable class of shares or make arrangements with other service
providers to do so. The Manager may also, from time to time, voluntarily
waive fees and/or reimburse expenses of a Fund. The Board approved a policy
whereby the Manager may seek repayment for such fee waivers and
expense reimbursements. Under the policy, the Manager can be reimbursed by a
Fund for any contractual or voluntary fee waivers or expense
reimbursements if reimbursement to the Manager (a) occurs within three years
from the date of the Manager’s waiver/reimbursement and (b) does not
cause the Fund’s Total Annual Fund Operating Expenses to exceed the lesser of
the contractual percentage limit in effect at the time of the waiver/reimbursement
or the time of recoupment.
Pursuant to
a separate agreement, American Beacon Advisors, Inc. also serves as the Manager
of the Subsidiaries. The Manager does not receive additional
compensation for its management of the Subsidiaries.
The
following tables show the total management fees paid to the Manager for
management and administrative services, and the investment advisory fees paid
to the sub-advisor based on a Fund’s average daily net assets. With respect to
the American Beacon AHL Managed Futures Strategy Fund and American
Beacon AHL TargetRisk Fund, these figures are shown for each of the Fund’s three
most recent fiscal years ended December 31. With respect to the
American Beacon AHL TargetRisk Core Fund, these figures are shown for the period
from the Fund’s commencement of operations, December 16, 2020,
through the fiscal year ended December 31, 2020, and for the fiscal years ended
December 31, 2021, and
December 31, 2022.
The
following tables also show the management fees waived or recouped by the Manager
and the sub-advisory fees waived by the sub-advisor, if applicable.
The fees paid to the Manager were equal to 0.35% of each Fund’s average daily
net assets. In the tables below, the fees paid to the sub-advisors
are expressed both as a dollar amount and percentage of a Fund’s average daily
net assets.
|
|
| |
Management
Fees Paid to American Beacon Advisors, Inc. (Gross) |
|
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$4,068,166 |
$5,924,218 |
$11,756,849 |
American
Beacon AHL TargetRisk Fund |
$1,660,574 |
$3,098,005 |
$2,537,208 |
American
Beacon AHL TargetRisk Core Fund |
$1,431 |
$36,240 |
$33,522 |
|
|
| |
Sub-Advisor
Fees (Gross) |
|
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$11,629,397 |
$16,965,092 |
33,687,648 |
|
1.00% |
1.00% |
1.00% |
American
Beacon AHL TargetRisk Fund |
$2,580,070 |
$4,680,526 |
$3,869,157 |
|
0.55% |
0.55% |
0.53% |
American
Beacon AHL TargetRisk Core Fund |
$2,147 |
$54,367 |
$50,266 |
|
0.53% |
0.53% |
0.53% |
|
|
| |
Management
Fees (Waived)/Recouped |
|
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$(25,639) |
$(4,376) |
$(12,575) |
American
Beacon AHL TargetRisk Fund |
$0 |
$0 |
$0 |
American
Beacon AHL TargetRisk Core Fund |
$(1,431) |
$(36,240) |
$(33,522) |
The
sub-advisor has not waived any fees for the Funds during the three most recent
fiscal years ended December 31.
Distribution
Fees
The Manager
(or another entity approved by the Board) under a distribution plan adopted
pursuant to Rule 12b-1 under the Investment Company Act, is paid up
to 0.25% per annum of the average daily net assets of the A Class shares and up
to 1.00% per annum of the average daily net assets of the C Class
shares of the Funds for distribution and shareholder servicing related services,
including expenses relating to selling efforts of various broker-dealers,
shareholder servicing fees and the preparation and distribution of A Class and C
Class shares advertising material and sales literature. The Manager
will receive Rule 12b-1 fees from the A Class and C Class shares regardless of
the amount of the Manager’s actual expenses related to distribution
and shareholder servicing efforts on behalf of each Class. Thus, the Manager may
realize a profit or a loss based upon its actual distribution and
shareholder servicing related expenditures for the A Class and C Class shares.
The Manager anticipates that the Rule 12b-1 plan will benefit shareholders
by providing broader access to a Fund through broker-dealers and other financial
intermediaries who require compensation for their expenses in
order to offer shares of the
Funds. The Board
has not authorized Y Class,
R6 Class,
R5
Class or
Investor Class shares of the
Funds to pay
any fees
pursuant to a distribution plan. Distribution fees pursuant to Rule 12b-1 under
the Investment Company Act for the fiscal year ended
December
31, 2022
were:
| |
Distribution
Fees |
|
Fund |
A
Class |
American
Beacon AHL Managed Futures Strategy Fund |
$175,061 |
American
Beacon AHL TargetRisk Fund |
$11,177 |
American
Beacon AHL TargetRisk Core Fund |
$228 |
| |
Distribution
Fees |
|
Fund |
C
Class |
American
Beacon AHL Managed Futures Strategy Fund |
$257,041 |
American
Beacon AHL TargetRisk Fund |
$172,476 |
American
Beacon AHL TargetRisk Core Fund |
$864 |
Certain
sub-advisors of the Funds or other series of the American Beacon Funds
contribute to the Manager to support the American
Beacon Funds’
distribution
activities.
Service
Plan Fees
The A
Class, C Class, and Investor Class have each adopted a Service Plan
(collectively, the “Service Plans”). The Service Plans authorize the payment to
the Manager
(or another entity approved by the Board) of up to 0.375% per annum of the
average daily net assets of the Investor Class shares, up to 0.25% per
annum of the average daily net assets of the A Class shares and up to 0.25% per
annum of the average daily net assets of the C Class shares. In
addition, a Fund may reimburse the Manager for certain non-distribution
shareholder services provided by financial intermediaries attributable
to Y Class and R5 Class shares, but not
R6 Class shares. The
Manager or other approved entities may spend such amounts on any activities
or expenses
primarily intended to result in or relate to the servicing of A Class, C Class,
Y Class, R5 Class, and Investor Class shares including, but not limited to,
payment of shareholder service fees and transfer agency or sub-transfer agency
expenses. The fees, which are included as part of each Fund’s
“Other Expenses” in the Table of Fees and Expenses in the Prospectus, will be
payable monthly in arrears. The primary non-distribution shareholder
fees paid to financial intermediaries, such as plan sponsors and broker-dealers,
generally include shareholder servicing, record keeping and servicing
fees. Service Plan fees paid by the A Class, C Class, and Investor Class shares
of each Fund pursuant to the applicable Service Plan for the three most
recent fiscal years ended December 31 are set forth
below.
|
|
| |
Service
Fees |
A
Class |
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$3,310 |
$6,512 |
$58,746 |
American
Beacon AHL TargetRisk Fund |
$1,254 |
$3,151 |
$2,723 |
American
Beacon AHL TargetRisk Core Fund |
$10*
|
$56 |
$0 |
C
Class |
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$5,480 |
$8,484 |
$15,802 |
American
Beacon AHL TargetRisk Fund |
$10,815 |
$13,317 |
$12,855 |
American
Beacon AHL TargetRisk Core Fund |
$10*
|
$56 |
$0 |
Investor
Class |
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$94,050 |
$137,105 |
$212,113 |
American
Beacon AHL TargetRisk Fund |
$49,987 |
$61,612 |
$51,928 |
* |
The
American Beacon AHL TargetRisk Core Fund commenced operations on December
16, 2020. Therefore, fees are reported for the period December 16,
2020-December
31, 2020. |
Securities
Lending Fees
As
compensation for services provided by the Manager in connection with securities
lending activities conducted by a Fund, the lending Fund would pay to the
Manager, with respect to cash collateral posted by borrowers, a fee of 10% of
the net monthly interest income (the gross interest income earned by
the investment of cash collateral, less the amount paid to borrowers and related
expenses) from such activities and, with respect to loan fees paid by
borrowers when a borrower posts collateral other than cash, a fee up to 10% of
such loan fees.
Securities
lending income is generated from the demand premium (if any) paid by the
borrower to borrow a specific security and from the return on investment
of cash collateral, reduced by negotiated rebate fees paid to the borrower and
transaction costs. To the extent that a loan is secured by non-cash
collateral, securities lending income is generated as a demand premium reduced
by transaction costs.
The Manager
has not received any fees from securities lending activities of the Funds
within the
last three fiscal years.
As of the
date of this SAI, the Funds do not intend to engage in securities lending
activities.
The SEC has
granted exemptive relief that permits each Fund to invest cash collateral
received from securities lending transactions in shares of one or more
private or registered investment companies managed by the Manager.
The Distributor
Resolute
Investment Distributors, Inc. (“RID” or “Distributor”) is the Funds’ distributor
and principal underwriter of the Funds’ shares.
RID,
located at 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039, is a
registered broker-dealer and is a member of FINRA. The Distributor is
affiliated
with the Manager through common ownership. Under a Distribution Agreement with
the Trust, the Distributor acts as the distributor and principal
underwriter of the Trust in connection with the continuous offering of shares of
the Funds. The Distributor continually distributes shares of the Funds on a
best efforts basis. The Distributor has no obligation to sell any specific
quantity of the Funds’ shares. Pursuant to the Distribution Agreement,
to the extent applicable, the Distributor receives, and may re-allow to
broker-dealers, all or a portion of the sales charge paid by the purchasers
of A Class and C Class shares. For A Class and C Class shares, the Distributor
receives commission revenue consisting of the portion of the A Class and
C Class sales charge remaining after the allowances by the Distributor to the
broker-dealers.
The Distributor retains any portion of the commission
fees that are not paid to the broker-dealers for use solely to pay distribution
related expenses.
The
aggregate sales charges paid to, or retained by, the Distributor from the sale
of shares and the CDSC retained by the Distributor on the redemption
of shares during the three most recent fiscal years ended December 31 are
shown in the table below:
|
|
|
|
| |
American
Beacon Fund |
|
Sales
Charge Revenue |
Deferred
Sales Charge Revenue |
|
Fiscal
Year |
Amount
Paid to Distributor |
Amount
Retained
by Distributor |
Amount
Paid to Distributor |
Amount
Retained
by Distributor |
American
Beacon AHL Managed Futures Strategy Fund |
2022 |
$372,732 |
$32,508 |
$4,844 |
$0 |
|
2021 |
$115,035 |
$8,324 |
$385 |
$0 |
|
2020 |
$44,031 |
$1,837 |
$864 |
$0 |
American
Beacon AHL TargetRisk Fund |
2022 |
$27,628 |
$68 |
$1,215 |
$0 |
|
2021 |
$65,138 |
$2,490 |
$5,289 |
$0 |
|
2020 |
$176,470 |
$11,023 |
$7,627 |
$0 |
American
Beacon AHL TargetRisk Core Fund |
2022 |
$0 |
$0 |
$1,771 |
$0 |
|
|
|
|
| |
American
Beacon Fund |
|
Sales
Charge Revenue |
Deferred
Sales Charge Revenue |
|
Fiscal
Year |
Amount
Paid to Distributor |
Amount
Retained
by Distributor |
Amount
Paid to Distributor |
Amount
Retained
by Distributor |
|
2021 |
$0 |
$0 |
$0 |
$0 |
|
2020*
|
$0 |
$0 |
$0 |
$0 |
* |
The
American Beacon AHL TargetRisk Core Fund commenced operations on December
16, 2020. Therefore, figures are reported for the period December 16,
2020-December
31, 2020. |
RID does
not receive compensation on redemptions and repurchases, brokerage commissions,
or other compensation. However, as shown in a separate chart, RID
may receive distribution fees (i.e., Rule 12b-1 fees) from certain share classes
of the
Funds.
OTHER
SERVICE PROVIDERS
State
Street, located at One Lincoln Street, Boston, Massachusetts 02111, serves as
custodian for the Funds and the Subsidiaries. State Street also serves as
the Funds’ Foreign Custody Manager pursuant to rules adopted under the
Investment Company Act, whereby it selects and monitors eligible foreign
sub-custodians. The Manager also has entered into a sub-administration agreement
with State Street. Under the sub-administration agreement, State
Street provides each Fund with certain financial reporting and tax
services.
Pursuant to
an administrative services agreement among the Manager, the Trust, American
Beacon Institutional Funds Trust and Parametric Portfolio Associates
LLC (“Parametric”), located at 800 Fifth Avenue, Suite 2800, Seattle, Washington
98104, Parametric provides certain administrative services related to
the equitization of cash balances for certain series of
the American Beacon Funds Complex.
SS&C
GIDS, Inc.,
located at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 is the transfer
agent and dividend paying agent for the Trust and provides
these services to Fund shareholders.
The Funds’
independent registered public accounting firm is PricewaterhouseCoopers LLP, which
is located at 101 Seaport
Blvd., Suite 500, Boston, MA 02210.
K&L
Gates LLP, 1601 K Street, NW, Washington, D.C. 20006, serves as legal counsel to
the Funds.
PORTFOLIO
MANAGERS
The
portfolio managers to each Fund (the “Portfolio Managers”) have responsibility
for the day-to-day management of accounts other than the respective
Fund. Information regarding these other accounts has been provided by the
sub-advisor and is set forth below. The number of accounts and assets is
shown as of December 31, 2022.
|
|
|
|
|
| |
|
Number
of Other Accounts Managed and
Assets by Account Type |
Number
of Accounts and Assets for Which Advisory
Fee is Performance-Based |
Name
of Investment
Advisor and
Portfolio Manager |
Registered
Investment
Companies |
Other
Pooled Investment
Vehicles |
Other
Accounts |
Registered
Investment
Companies |
Other
Pooled Investment
Vehicles |
Other
Accounts |
Russell
Korgaonkar |
3
($4.1 bil) |
32
($17.8 bil) |
35
($19.8 bil) |
None |
22
($8.0 bil) |
33
($19.1 bil) |
Otto
van Hemert |
3
($4.1 bil) |
9
($2.2 bil) |
9
($2.1 bil) |
None |
4
($1.2 bil) |
5
($0.6 bil) |
Conflicts
of Interest
As noted in
the table above, the Portfolio Managers manage accounts other than the Funds.
This side-by-side management may present potential conflicts
between a Portfolio Manager’s management of the Funds’ investments, on the one
hand, and the investments of the other accounts, on the other hand.
Set forth below is a description by the sub-advisor of any foreseeable material
conflicts of interest that may arise from the concurrent management
of a Fund and other accounts. The information regarding potential conflicts of
interest was provided by the sub-advisor as of December 31,
2022.
The
portfolio managers, in performing their duties with the sub-advisor, manage
accounts other than the Fund (collectively with other accounts managed by
the sub-advisor and its affiliates, “Other Accounts”). The Fund has no interest
in these activities. It is possible that conflicts of interest may arise in
connection with the portfolio managers’ management of the Fund’s investments on
the one hand and the investments of Other Accounts for which the
portfolio managers are responsible for on the other. For example, a portfolio
manager may have conflicts of interest in allocating management
time, resources and investment opportunities among the Fund and Other Accounts
he advises. In addition, due to differences in the investment
strategies or restrictions between the Fund and the Other Accounts, a portfolio
manager may take action with respect to another account that
differs from the action taken with respect to the Fund. In some cases, another
account managed by a portfolio manager may compensate the investment
adviser based on the performance of the securities held by that account. The
existence of such a performance based fee may create additional
conflicts of interest for the portfolio manager in the allocation of management
time, resources and investment opportunities. Whenever conflicts
of interest arise, the portfolio manager will report such potential conflict to
the compliance department in accordance with the policies and procedures
of the sub-advisor.
Compensation
The
following is a description provided by the investment sub-advisor regarding the
structure of and criteria for determining the compensation of the Portfolio
Managers as of December 31, 2022.
Portfolio
managers at the sub-advisor are compensated through a base salary and
discretionary bonus. Base salaries are benchmarked against key competitors,
using external market data providers. Annual discretionary bonuses are based on
assessments of personal, team and company
performance.
Portfolio managers’ discretionary bonus compensation therefore is based upon the
profitability of the sub-advisor and the wider Man Group.
Portfolio managers will typically have part of their discretionary bonus
mandatorily deferred, with the proportion deferred increasing as total
compensation
increases. A share or fund award is granted in respect of the deferred portion
and will typically be subject to a three-year vesting period. The share
awards grant participant a conditional right over Man Group plc shares and the
fund awards grant a conditional right over units in investment
products managed by Man Group entities. For portfolio managers at the
sub-adviser, at least 25% of the deferred portion is mandatorily deferred
into one of the investment products that they manage and they can elect that up
to 100% of the deferred portion is deferred into units of investment
products managed by Man Group entities (or up to 75% for portfolio managers who
are members of the Man Group executive committee).
The remainder of the deferred portion will be deferred into share awards. There
are no other special compensation schemes for the portfolio
managers.
Ownership
of the Funds
A Portfolio
Manager’s beneficial ownership of a Fund is defined as the Portfolio Manager
having the opportunity to share in any profit from transactions
in the Fund, either directly or indirectly, as the result of any contract,
understanding, arrangement, relationship or otherwise. Therefore, ownership
of Fund shares by members of the Portfolio Manager’s immediate family or by a
trust of which the Portfolio Manager is a trustee could be considered
ownership by the Portfolio Manager. The tables below set forth each Portfolio
Manager’s beneficial ownership of the Fund(s) under that Portfolio
Manager’s management as provided by the sub-advisor as of December 31,
2022.
|
|
| |
Name
of Investment Advisor and Portfolio Managers |
American
Beacon AHL
Managed Futures
Strategy Fund |
American
Beacon AHL
TargetRisk Fund |
American
Beacon AHL
TargetRisk Core
Fund |
AHL
Partners LLP |
|
|
|
Russell
Korgaonkar |
None |
None |
None |
Otto
van Hemert |
None |
None |
None |
PORTFOLIO
SECURITIES TRANSACTIONS
In
selecting brokers or dealers to execute particular transactions, the Manager and
the sub-advisor, where
appropriate and permitted by law, may
consider
“brokerage and research services” (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934, as amended), provision of
statistical quotations (including the quotations necessary to
determine a Fund’s
NAV), and other information provided to the applicable Fund, to the Manager
and/or to the sub-advisor (or their affiliates), provided, however, that the
Manager or the sub-advisor must always seek best execution. Research
and brokerage services may include information on portfolio companies, economic
analyses, and other investment research services. The Trust does not
allow the Manager or sub-advisor to enter arrangements to direct transactions to
broker-dealers as compensation for the promotion or sale of Trust
shares by those broker-dealers. The Manager and the sub-advisor, where
appropriate and permitted by law, are also
authorized to cause a Fund
to pay a
commission (as defined in SEC interpretations) to a broker or dealer who
provides such brokerage and research services for executing a portfolio
transaction which is in excess of the amount of the commission another broker or
dealer would have charged for effecting that transaction. The Manager
or the sub-advisor, as appropriate, must determine in good faith, however, that
such commission was reasonable in relation to the value of the
services
provided, viewed in terms of that particular transaction or, where
appropriate and permitted by law, in terms
of all the accounts over which the
Manager or the sub-advisor exercises investment discretion. The fees of the
sub-advisor are not reduced by reason of receipt of such brokerage
and research services. However, with disclosure to and pursuant to written
guidelines approved by the Board, as applicable, the Manager , or the
sub-advisor (or a broker-dealer affiliated with them), where
appropriate and permitted by law, may
execute portfolio transactions and receive usual and
customary brokerage commissions (within the meaning of Rule 17e-1 under the
Investment Company Act) for doing so. Brokerage and research
services obtained with Fund commissions might be used by the Manager and/or the
sub-advisor, as applicable and where
appropriate and permitted
by law, to
benefit their other accounts under management.
The Manager
and the sub-advisor will place their own orders to execute securities
transactions that are designed to implement the applicable Fund’s investment
objective and policies. In placing such orders, the sub-advisor will seek best
execution. The full range and quality of services offered by the executing
broker or dealer will be considered when making these determinations. Pursuant
to written guidelines approved by the Board, as appropriate
and
permitted by law, the
sub-advisor of a Fund, or
its affiliated broker-dealer, may execute portfolio transactions and receive
usual and customary brokerage
commissions (within the meaning of Rule 17e-1 of the Investment Company Act) for
doing so. A Fund’s
turnover rate, or the frequency of portfolio
transactions, will vary from year to year depending on market conditions
and a Fund’s
cash flows. High portfolio turnover
increases a Fund’s
transaction
costs, including brokerage commissions, and may result in a greater amount of
recognized capital gains.
The
Investment Advisory Agreements provide, in substance, that in executing
portfolio transactions and selecting brokers or dealers, the principal
objective
of the sub-advisor is to seek best execution. In assessing available execution
venues, the sub-advisor shall consider all factors it deems relevant,
including the breadth of the market in the security, the price of the security,
the value of any eligible research, the financial condition and execution
capability of the broker or dealer and the reasonableness of the commission, if
any, for the specific transaction and on a continuing basis. Transactions
with respect to the securities of small and emerging growth companies in
which a Fund may invest may involve specialized services on the
part of the
broker or dealer and thereby may entail higher commissions or spreads than would
be the case with transactions involving more widely traded
securities.
Each Fund
may establish brokerage commission recapture arrangements with certain brokers
or dealers. If the sub-advisor chooses to execute a transaction
through a participating broker, the broker rebates a portion of the commission
back to a Fund. Any collateral benefit received through participation
in the commission recapture program is directed exclusively to a Fund. Neither
the Manager nor the sub-advisor receives any benefits from the
commission recapture program. The sub-advisor’s participation in the brokerage
commission recapture program is optional. The sub-advisor retains
full
discretion in selecting brokerage firms for securities transactions and is
instructed to use the commission recapture program for a transaction only if
it is
consistent with the sub-advisor’s obligation to seek the best execution
available.
Commission
Recapture
For the
fiscal year ended December 31, 2022, each Fund
received $0 as a result of participation in a commission recapture
program.
Brokerage
Commissions
For the
Funds’ three most recent fiscal years ended December 31, as applicable,
the following brokerage commissions were paid by the Funds. Fluctuations
in brokerage commissions from year to year were primarily due to increases or
decreases in Fund assets resulting in increased trading. Shareholders
of these Funds bear only their pro-rata portion of such expenses.
|
|
| |
|
2020 |
2021 |
2022 |
American
Beacon AHL Managed Futures Strategy Fund |
$718,745 |
$1,061,420 |
$1,560,167 |
American
Beacon AHL TargetRisk Fund |
$62,182 |
$194,818 |
$96,546 |
American
Beacon AHL TargetRisk Core Fund |
$202*
|
$3,029 |
$1,712 |
* |
The
American Beacon AHL TargetRisk Core Fund commenced operations on December
16, 2020.
Therefore, figures are reported for the period December 16, 2020-December
31, 2020. |
Affiliated
Broker Commissions
For the
three most recent fiscal years ended December 31, no brokerage commissions were
paid to affiliated brokers by any of the Funds.
Soft
Dollars
For the
fiscal year ended December 31, 2022, the Funds
did not direct any transactions to brokers for research services.
Securities
Issued by Top 10 Brokers
For the
fiscal year ended December 31, 2022, the Funds
did not hold securities issued by a broker-dealer (or by its parent) that was
one of the top ten brokers or
dealers through which a Fund executed transactions or sold
shares.
ADDITIONAL
PURCHASE AND SALE INFORMATION FOR A CLASS SHARES
Sales Charge Reductions and
Waivers
As
described in the Prospectus, there are various ways to reduce your sales charge
when purchasing A Class shares. Additional information about A Class sales
charge reductions is provided below.
LOI. The LOI
may be revised upward at any time during the 13-month period of the LOI (“LOI
Period”), and such a revision will be treated as a new LOI, except that
the LOI Period during which the purchases must be made will remain unchanged.
Purchases made from the date of revision will receive the reduced
sales charge, if any, resulting from the revised LOI. The LOI will be considered
completed if the shareholder dies within the 13-month LOI Period.
Commissions to dealers will not be adjusted or paid on the difference between
the LOI amount and the amount invested before the shareholder’s
death.
All
dividends and other distributions on shares held in escrow will be credited to
the shareholder’s account in shares (or paid in cash, if requested). If
the
intended investment is not completed within the specified LOI Period, the
purchaser may be required to remit to the transfer agent the difference
between the
sales charge actually paid and the sales charge which would have been paid if
the total of such purchases had been made at a single time. Any
dealers assigned to the shareholder’s account at the time a purchase was made
during the LOI Period will receive a corresponding commission
adjustment if appropriate. If the difference is not paid by the close of the LOI
Period, the appropriate number of shares held in escrow will be redeemed
to pay such difference. If the proceeds from this redemption are inadequate, the
purchaser may be liable to the Funds for the balance still outstanding.
Rights of
Accumulation. Subject
to the limitations described in the aggregation policy, you may take into
account your accumulated holdings in any class of
the American Beacon Funds to determine your sales charge for A Class shares on
investments in accounts eligible to be aggregated. If you make a gift
of A Class shares, upon your request, you may purchase the shares at the sales
charge discount allowed under rights of accumulation of all of your
investments in any class of the American Beacon Funds.
Aggregation.
Qualifying investments for aggregation include those made by you and your
“immediate family” as defined in the Prospectus, if all parties are
purchasing shares for their own accounts and/or:
■ |
individual-type
employee benefit plans, such as an IRA, individual 403(b) plan or
single-participant Keogh-type plan; |
■ |
business
accounts solely controlled by you or your immediate family (for example,
you own the entire business); |
■ |
trust
accounts established by you or your immediate family (for trusts with only
one primary beneficiary, upon the trustor’s death the trust account
may
be aggregated with such beneficiary’s own accounts; for trusts with
multiple primary beneficiaries, upon the trustor’s death the trustees of
the trust
may instruct the
Funds’
transfer agent to establish separate trust accounts for each primary
beneficiary; each primary beneficiary’s separate trust account
may then be aggregated with such beneficiary’s own
accounts); |
■ |
endowments
or foundations established and controlled by you or your immediate family;
or |
■ |
529
accounts, which will be aggregated at the account owner level (Class 529-E
accounts may only be aggregated with an eligible employer
plan). |
Individual
purchases by a trustee(s) or other fiduciary(ies) may also be aggregated if the
investments are:
■ |
for a
single trust estate or fiduciary account, including employee benefit plans
other than the individual-type employee benefit plans described
above; |
■ |
made
for two or more employee benefit plans of a single employer or of
affiliated employers as defined in the Investment Company Act, excluding
the
individual-type employee benefit plans described
above; |
■ |
for
nonprofit, charitable or educational organizations, or any endowments or
foundations established and controlled by such organizations, or any
employer-sponsored
retirement plans established for the benefit of the employees of such
organizations, their endowments, or their foundations;
or |
■ |
for
individually established participant accounts of a 403(b) plan that is
treated similarly to an employer-sponsored plan for sales charge purposes
(see
“Purchases by certain 403(b) plans” under “Sales Charges” above), or made
for two or more such 403(b) plans that are treated similarly to
employer-sponsored
plans for sales charge purposes, in each case of a single employer or
affiliated employers as defined in the Investment Company Act.
Purchases made for nominee or street name accounts (securities held in the
name of a broker-dealer or another nominee such as a bank trust
department
instead of the customer) may not be aggregated with those made for other
accounts and may not be aggregated with other nominee or
street name accounts unless otherwise qualified as described
above. |
Concurrent
Purchases. As
described in the Prospectus, you may reduce your A Class sales charge by
combining simultaneous purchases in any of the American
Beacon Funds.
Other Purchases. Pursuant
to a determination of eligibility by the Manager, A Class shares of a Fund may
be sold at NAV per share (without the imposition
of a front-end sales charge) to:
1 |
current
or retired trustees, and officers of the American Beacon Funds family,
current or retired employees and directors of the Manager and its
affiliated
companies, certain family members and employees of the above persons, and
trusts or plans primarily for such persons; |
2 |
currently
registered representatives and assistants directly employed by such
representatives, retired registered representatives with respect to
accounts
established while active, or full-time employees (collectively, “Eligible
Persons”) (and their spouses, and children, including children in step
and
adoptive relationships, sons-in-law and daughters-in-law, if the Eligible
Persons or the spouses or children of the Eligible Persons are listed in
the
account registration with the spouse or parent) of broker-dealers who have
sales agreements with the Distributor (or who clear transactions
through
such dealers), plans for the dealers, and plans that include as
participants only the Eligible Persons, their spouses and/or
children; |
3 |
companies
exchanging securities with the Funds through a merger, acquisition or
exchange offer; |
4 |
insurance
company separate accounts; |
5 |
accounts
managed by the Manager, a sub-advisor to the Funds and their affiliated
companies; |
6 |
the
Manager or a sub-advisor to the Funds and their affiliated
companies; |
7 |
an
individual or entity with a substantial business relationship with, which
may include the officers and employees of the Funds’ custodian or
transfer
agent, the Manager or a sub-advisor to the Funds and their affiliated
companies, or an individual or entity related or relating to such
individual
or entity; |
8 |
full-time
employees of banks that have sales agreements with the Distributor, who
are solely dedicated to directly supporting the sale of mutual
funds; |
9 |
directors,
officers and employees of financial institutions that have a selling group
agreement with the Distributor; |
10 |
banks,
broker-dealers and other financial institutions (including registered
investment advisors and financial planners) that have entered into an
agreement
with the Distributor or one of its affiliates, purchasing shares on behalf
of clients participating in a fund
supermarket or in a wrap program,
asset allocation program or other program in which the clients pay an
asset-based fee; |
11 |
clients
of authorized dealers purchasing shares in fixed or flat fee brokerage
accounts; |
12 |
Employer-sponsored
defined contribution - type plans, including 401(k) plans, 457 plans,
employer sponsored 403(b) plans, profit-sharing and money
purchase pension plans, defined benefit plans and non-qualified deferred
compensation plans, and IRA rollovers involving retirement plan
assets
invested in a Fund in the American Beacon Funds fund family;
and |
13 |
Employee
benefit and retirement plans for the Manager and its
affiliates. |
Shares are
offered at NAV per share to these persons and organizations due to
anticipated economies in sales effort and expense. Once an account is
established
under this NAV per share privilege, additional investments can be made
at NAV per share for the life of the account.
It is
possible that a broker-dealer may not be able to offer one or more of these
waiver categories. If this situation occurs, it is possible that the investor
would need
to invest through another broker-dealer in order to take advantage of these
waiver categories. The Funds may terminate or amend the terms of
these sales charge waivers at any time.
Moving Between
Accounts.
Investments in certain account types may be moved to other account types without
incurring additional A Class sales charges.
These transactions include, for example:
■ |
redemption
proceeds from a non-retirement account (for example, a joint tenant
account) used to purchase Fund shares in an IRA or other individual-type
retirement account; |
■ |
“required
minimum distributions” (as described in Section 401(a)(9) of the Internal
Revenue Code) from an IRA or other individual-type retirement
account
used to purchase Fund shares in a non-retirement account;
and |
■ |
death
distributions paid to a beneficiary’s account that are used by the
beneficiary to purchase Fund shares in a different
account. |
It is
possible that a broker-dealer may not be able to offer the ability to move
between accounts. If this situation occurs, it is possible that the investor
would need
to invest through another broker-dealer in order to take advantage of this
privilege. Please contact your financial intermediary for additional
information.
ADDITIONAL
INFORMATION REGARDING CONTINGENT DEFERRED SALES CHARGES
As
discussed in the Prospectus, the redemption of C Class shares may be subject to
a CDSC if you redeem your shares within 12 months of purchase. If you
purchased $1,000,000 or more of A Class shares of a Fund (and therefore paid no
initial sales charges) and subsequently redeem your shares within 18
months of your purchase, you may be charged a CDSC upon redemption. In
determining whether the CDSC is payable, it is assumed that shares not
subject to the CDSC are the first redeemed followed by other shares held for the
longest period of time. The CDSC will not be imposed upon shares
representing reinvested dividends or other distributions, or upon amounts
representing share appreciation. As described in the Prospectus, there are
various circumstances under which the CDSC will be waived. Additional
information about CDSC waivers is provided below.
The CDSC is
waived under the following circumstances:
■ |
Any
partial or complete redemption following death or “disability” (as defined
in the Internal Revenue Code) of a shareholder (including one who
owns
the shares with his or her spouse as a joint tenant with rights of
survivorship) from an account in which the deceased or disabled is named.
The
Manager or a Fund’s transfer agent may require documentation prior to
waiver of the charge, including death certificates, physicians’
certificates,
etc. |
■ |
Redemptions
from a systematic withdrawal plan. If the systematic withdrawal plan is
based on a fixed dollar amount or number of shares, systematic
withdrawal
redemptions are limited to no more than 10% of your account value or
number of shares per year, as of the date the Manager or a Fund’s
transfer agent receives your request. If the systematic withdrawal plan is
based on a fixed percentage of your account value, each redemption
is
limited to an amount that would not exceed 10% of your annual account
value at the time of withdrawal. |
■ |
Redemptions
from retirement plans qualified under Section 401 of the Internal Revenue
Code. The CDSC will be waived for benefit payments made by
American Beacon Funds directly to plan participants. Benefit payments
include, but are not limited to, payments resulting from death,
“disability,” “retirement,”
“separation from service” (each as defined in the Internal Revenue Code),
“required minimum distributions” (as described in Section 401(a)(9)
of the Internal Revenue Code), in-service distributions, hardships, loans
and qualified domestic relations orders. The CDSC waiver will not
apply
in the event of termination of the plan or transfer of the plan to another
financial institution. |
■ |
Redemptions
that are required minimum distributions from a traditional IRA as required
by the Internal Revenue Service. |
■ |
Involuntary
redemptions as a result of your account not meeting the minimum balance
requirements, the termination and liquidation of the Fund, or other
actions by the Fund. |
■ |
Distributions
from accounts for which the broker-dealer of record has entered into a
written agreement with the Distributor (or Manager) allowing this
waiver. |
■ |
To
return excess contributions made to a retirement
plan. |
■ |
To
return contributions made due to a mistake of
fact. |
The
following example illustrates the operation of the CDSC. Assume that you open an
account and purchase 1,000 shares at $10 per share and that six months
later the NAV per share is $12 and, during such time, you have acquired 50
additional shares through reinvestment of distributions. If at such time
you should redeem 450 shares (proceeds of $5,400), 50 shares will not be subject
to the charge because of dividend reinvestment. With respect to
the remaining 400 shares, the charge is applied only to the original cost of $10
per share and not to the increase in NAV per share of $2 per share.
Therefore, $4,000 of the $5,400 redemption proceeds will pay the charge. At the
rate of 1.00%, the CDSC would be $40 for redemptions of C Class
shares. In determining whether an amount is available for redemption without
incurring a deferred sales charge, the purchase payments made for all
shares in your account are aggregated.
REDEMPTIONS
IN KIND
Although
each Fund intends to redeem shares in cash, each Fund reserves the right to pay
the redemption price in whole or in part by a distribution of securities
or other assets. However, shareholders always will be entitled to redeem shares
for cash up to the lesser of $250,000 or 1% of the applicable Fund’s net
asset value during any 90-day period. Redemption in kind is not as liquid as a
cash redemption. In addition, to the extent a Fund redeems its shares in
this manner, the shareholder assumes the risk of a subsequent change in the
market value of those securities, the cost of liquidating the securities
and the possibility of a lack of a liquid market for those
securities.
TAX
INFORMATION
The tax
information in the Prospectus and in this section relates solely to the federal
income tax law and assumes that each Fund will continue to qualify
each taxable year as a “regulated investment company” (“RIC”) under the Internal
Revenue Code (as discussed below). The tax information in this
section is only a summary of certain key federal tax considerations affecting
the Funds and their shareholders and is in addition to the tax information
provided in the Prospectus. No attempt has been made to present a complete
explanation of the federal income tax treatment of the Funds or
the tax implications to its shareholders. The discussions here and in the
Prospectus are not intended as substitutes for careful tax planning.
The tax
information is based on the Internal Revenue Code and applicable regulations in
effect, and administrative pronouncements and judicial decisions
publicly available, on the date of this SAI. Future legislative, regulatory or
administrative changes or court decisions may significantly change the tax
rules applicable to the Funds and their shareholders. Any of these changes or
court decisions may have a retroactive effect.
Taxation of the
Funds
Each Fund
intends to continue to qualify each taxable year for treatment as a RIC
under Subchapter M of Chapter 1 of Subtitle A of the Internal Revenue
Code. To so qualify, each Fund (which is treated as a separate corporation for
these purposes) must, among other requirements:
■ |
Derive
at least 90% of its gross income each taxable year from (1) dividends,
interest, payments with respect to securities loans and gains from the
sale
or other disposition of securities or foreign currencies (together with
Qualifying Other Income (as defined below), “Qualifying Income”), or other
income,
including gains from options, futures or forward contracts, derived with
respect to its business of investing in securities or those currencies
|
|
(“Qualifying
Other Income”) and (2) net income derived from an interest in a “qualified
publicly traded partnership” (“QPTP”) (“Gross Income Requirement”).
A QPTP is a “publicly traded partnership” (that is, a partnership the
interests in which are “traded on an established securities market”
or “readily tradable on a secondary market (or the substantial equivalent
thereof)” (a “PTP”)) that meets certain qualifying income requirements
other than a partnership at least 90% of the gross income of which is
Qualifying Income; |
■ |
Diversify
its investments so that, at the close of each quarter of its taxable year,
(1) at least 50% of the value of its total assets is represented by cash
and
cash items, Government securities, securities of other RICs, and other
securities, with those other securities limited, in respect of any one
issuer, to an
amount that does not exceed 5% of the value of the Fund’s total assets and
that does not represent more than 10% of the issuer’s outstanding
voting securities (equity securities of QPTPs being considered voting
securities for these purposes), and (2) not more than 25% of the
value
of its total assets is invested in (a) the securities (other than
Government securities or securities of other RICs) of any one
issuer, (b) the securities
(other than securities of other RICs) of two or more issuers the Fund
controls (by owning 20% or more of their voting power) that are
determined
to be engaged in the same, similar or related trades or businesses, or (c)
the securities of one or more QPTPs (“Diversification Requirements”);
and |
■ |
Distribute
annually to its shareholders at least the sum of 90% of its investment
company taxable income (generally, net investment income, the excess
(if any) of net short-term capital gain over net long-term capital loss,
and net gains and losses (if any) from certain foreign currency
transactions,
all determined without regard to any deduction for dividends paid) and 90%
of its net exempt interest income (“Distribution Requirement”). |
By
qualifying for treatment as a RIC, a Fund (but not its shareholders) will be
relieved of federal income tax on the part of its investment company
taxable
income and net capital gain (i.e., the excess of net long-term capital gain over
net short-term capital loss) that it distributes to its shareholders.
If for any
taxable year a Fund does not qualify for that treatment - either (1) by failing
to satisfy the Distribution Requirement, even if it satisfies the Gross
Income and Diversification Requirements (“Other Requirements”), or (2) by
failing to satisfy any of the Other Requirements and is unable to, or
determines
not to, avail itself of Internal Revenue Code provisions that enable a RIC to
cure a failure to satisfy any of the Other Requirements as long as the failure
“is due to reasonable cause and not due to willful neglect” and the RIC pays a
deductible tax calculated in accordance with those provisions and meets
certain other requirements - then for federal tax purposes, all of its taxable
income (including its net capital gain) would be subject to tax at the regular
corporate rate without any deduction for dividends paid to its shareholders, and
the dividends it pays would be taxable to its shareholders as ordinary
income (or possibly, (a) for individual and certain other non-corporate
shareholders (each, an “individual”), as “qualified dividend income”
(as
described in the Prospectus) (“QDI”), and/or (b) in the case of corporate
shareholders that meet certain holding period and other requirements
regarding
their Fund shares, as eligible for the dividends-received deduction (“DRD”)) to
the extent of the Fund’s current and accumulated earnings and
profits. Failure to qualify for RIC treatment would therefore have a negative
impact on a Fund’s income and performance. Furthermore, a Fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before requalifying for RIC treatment.
It is possible that a Fund will not qualify as a RIC in any given taxable
year.
Each Fund
will be subject to a nondeductible 4% federal excise tax (“Excise Tax”) to the
extent it fails to distribute by the end of any calendar year substantially
all of its ordinary income for that year and substantially all of its “capital
gain net income” for the one-year period ending on December 31 of that
year, plus certain other amounts. Each Fund intends to make sufficient
distributions by the end of each calendar year to avoid liability for the
Excise
Tax.
Taxation of Certain Investments and
Strategies
Hedging
strategies, such as entering into forward contracts and selling (writing) and
purchasing options and futures contracts, involve complex rules that will
determine for federal income tax purposes the amount, character and timing of
recognition of gains and losses a Fund may realize in connection
therewith. In general, a Fund’s (1) gains from the disposition of foreign
currencies and (2) gains from such contracts will be treated as Qualifying
Income under the Gross Income Requirement.
Dividends
and interest a Fund receives, and gains it realizes, on foreign securities may
be subject to income, withholding or other taxes imposed by foreign
countries and U.S. possessions (collectively, “foreign taxes”) that would
reduce the yield and/or total return on its securities. Tax treaties
between
certain countries and the United States may reduce or eliminate foreign taxes,
however, and many foreign countries do not impose taxes on capital
gains realized on investments by foreign investors. It is impossible to
determine the effective rate of a Fund’s foreign tax in advance, since the
amount of
its assets to be invested in various countries is not known.
Some
futures contracts, foreign currency contracts, and “non-equity” options (i.e.,
certain listed options, such as those on a “broad-based” securities index) -
except any “securities futures contract” that is not a “dealer securities
futures contract” (both as defined in the Internal Revenue Code) and
any
interest rate swap, currency swap, basis swap, interest rate cap, interest rate
floor, commodity swap, equity swap, equity index swap, credit default
swap, or
similar agreement - in which a Fund invests may be subject to Internal Revenue
Code section 1256 (collectively, “Section 1256 contracts”). Any Section
1256 contract a Fund holds at the end of its taxable year must be
“marked-to-market” (that is, treated as having been sold at that time
for its
fair market value) for federal income tax purposes, with the result that
unrealized gains or losses will be treated as though they were realized.
Sixty
percent of any net gain or loss realized on these deemed sales, and 60% of any
net realized gain or loss from any actual sales of Section 1256 contracts,
will be treated as long-term capital gain or loss, and the balance will be
treated as short-term capital gain or loss. Section 1256 contracts also may be
marked-to-market for purposes of the Excise Tax. These rules may operate to
increase the amount that a Fund must distribute to satisfy the
Distribution Requirement (i.e., with respect to the portion treated as
short-term capital gain), which will be taxable to its shareholders as ordinary
income when
distributed to them, and to increase the net capital gain a Fund recognizes,
without in either case increasing the cash available to it.
Under
Internal Revenue Code section 988, a gain or loss (1) from the disposition of
foreign currencies, (2) except in certain circumstances, from options,
futures, and forward contracts on foreign currencies (and on financial
instruments involving foreign currencies) and from notional principal
contracts
(e.g., swaps, caps, floors, and collars) involving payments denominated in
foreign currencies, (3) on the disposition of each foreign-currency-denominated
debt security that is attributable to fluctuations in the value of the foreign
currency between the dates of acquisition and
disposition of the security, and (4) that is attributable to exchange rate
fluctuations between the time a Fund accrues interest, dividends, or other
receivables
or expenses or other liabilities denominated in a foreign currency and the time
it actually collects the receivables or pays the liabilities generally
will be treated as ordinary income or loss. These gains or losses will increase
or decrease the amount of a Fund’s investment company taxable income to
be distributed to its shareholders as ordinary income, rather than affecting the
amount of its net capital gain. If a Fund’s section 988 losses exceed its
other investment company taxable income for a taxable year, a Fund would not be
able to distribute any dividends, and any distributions made during
that year (including those made before the losses were realized) would be
characterized as a non-taxable “return of capital” to shareholders,
rather than as a dividend, thereby reducing each shareholder’s basis in his or
her Fund shares and treating any part of such distribution exceeding
that basis as gain from the disposition of those shares.
Offsetting
positions a Fund enters into or holds in any actively traded option, futures or
forward contract may constitute a “straddle” for federal income tax
purposes. Straddles are subject to certain rules that may affect the amount,
character and timing of recognition of a Fund’s gains and losses with
respect to positions of the straddle by requiring, among other things, that (1)
losses realized on disposition of one position of a straddle be deferred to
the extent of any unrealized gain in an offsetting position until the latter
position is disposed of, (2) a Fund’s holding period in certain straddle
positions not begin until the straddle is terminated (possibly resulting in gain
being treated as short-term rather than long-term capital gain), and (3)
losses recognized with respect to certain straddle positions, that otherwise
would constitute short-term capital losses, be treated as long-term capital
losses. Applicable regulations also provide certain “wash sale” rules, which
apply to transactions where a position is sold at a loss and a new offsetting
position is acquired within a prescribed period, and “short sale” rules
applicable to straddles. Different elections are available, which may
mitigate
the effects of the straddle rules, particularly with respect to a “mixed
straddle” (i.e., a straddle at least one, but not all, positions of which are
Section
1256 contracts).
When a
covered call option written (sold) by a Fund expires, a Fund will realize a
short-term capital gain equal to the amount of the premium it received
for writing the option. When a Fund terminates its obligations under such an
option by entering into a closing transaction, it will realize a short-term
capital gain (or loss), depending on whether the cost of the closing transaction
is less (or more) than the premium it received when it wrote the
option. When a covered call option written by a Fund is exercised, it
will be treated as having sold the underlying security, producing long-term or
short-term
capital gain or loss, depending on the holding period of the underlying security
and whether the sum of the option price received on the exercise
plus the premium received when it wrote the option is more or less than the
underlying security’s basis.
If a Fund
has an “appreciated financial position” - generally, any position (including an
interest through an option, futures or forward contract or short sale) with
respect to any stock, debt instrument (other than “straight debt”) or
partnership interest the fair market value of which exceeds its adjusted
basis—and
enters into a “constructive sale” of the position, a Fund will be treated as
having made an actual sale thereof, with the result that it will recognize
gain at that time. A constructive sale generally consists of a short sale, an
offsetting notional principal contract or a futures or forward contract a
Fund or a related person enters into with respect to the same or substantially
identical property. In addition, if the appreciated financial position is
itself a short sale or such a contract, acquisition of the underlying property
or substantially identical property will be deemed a constructive sale. The
foregoing will not apply, however, to any transaction of a Fund during any
taxable year that otherwise would be treated as a constructive sale if the
transaction is closed within 30 days after the end of that year and a Fund holds
the appreciated financial position unhedged for 60 days after that
closing (i.e., at no time during that 60-day period is a Fund’s risk of loss
regarding that position reduced by reason of certain specified transactions
with
respect to substantially identical or related property, such as having an option
to sell, being contractually obligated to sell, making a short sale or
granting an
option to buy substantially identical stock or securities).
Certain
aspects of the tax treatment of derivative instruments are currently unclear and
may be affected by changes in legislation, regulations, administrative
rules, and/or other legally binding authority that could affect the treatment of
income from those instruments and the character, timing of
recognition and amount of a Fund’s taxable income or net realized gains and
distributions. If the Internal Revenue Service (“IRS”) were to assert
successfully
that income a Fund derives from those investments does not constitute Qualifying
Other Income, a Fund might cease to qualify as a RIC (with the
consequences described above under “Taxation of the Funds”) or might be required
to reduce its exposure to such investments.
The Subsidiary
Each
of the
American Beacon AHL Managed Futures Strategy Fund and the American Beacon AHL
TargetRisk Fund invests a
portion of its assets (not exceeding
the amount permitted by the 25% Diversification Requirement) in its respective
Subsidiary, which is each classified as a corporation for federal tax
purposes. A foreign corporation, such as a Subsidiary, generally is not subject
to federal income tax unless it is engaged in the conduct of a trade or
business in the United States. Each Subsidiary is and will be operated in a
manner that is expected to meet the requirements of a safe harbor under
Section 864(b)(2) of the Internal Revenue Code, under which it can trade in
certain commodities or stocks or securities for its own account without
being deemed to be so engaged. If, however, certain of a Subsidiary’s activities
do not meet those safe harbor requirements, it might be considered
as engaging in the conduct of such a trade or business. Even if a Subsidiary is
not so engaged, and thus does not have income “effectively connected”
with such conduct, it could be subject to a withholding tax at a rate of 30% on
all or a portion of its U.S.-source gross income.
Each
Subsidiary is treated as a “controlled foreign corporation” (a “CFC”), and each
applicable
Fund is a
“United States shareholder” of its Subsidiary (as both
terms are defined in the Internal Revenue Code). As a result, a Fund
utilizing a
Subsidiary is required
to include in its gross income each taxable year all of
its Subsidiary’s “subpart F income,” which generally is treated as ordinary
income; it is expected that virtually all of that Subsidiary’s income
will be
“subpart F income.” If a Subsidiary realizes a net loss, that loss will not be
available to offset the respective Fund’s income. A Fund’s inclusion of
the
respective Subsidiary’s “subpart F income” in its gross income increases that
Fund’s tax basis in its shares of that Subsidiary. Distributions by a
Subsidiary
to a Fund are not taxable to the extent of its previously undistributed “subpart
F income” and reduce the Fund’s tax basis in those shares.
Although
income derived directly from commodities, including certain commodity-linked
derivative instruments, is not considered Qualifying Other Income, the
IRS issued numerous private letter rulings (“PLRs”) beginning in 2006 that a
RIC’s inclusion of “subpart F income” from a wholly owned CFC (such
as the Subsidiary) is Qualifying Other Income. A PLR may be cited as precedent,
however, only by the taxpayer(s) to which it is issued. Moreover,
in July 2011, the IRS suspended the issuance of new such PLRs. Treasury
regulations published on March 19, 2019, provide that the income a RIC is
deemed under the Internal Revenue Code to constructively derive from a CFC in
which the RIC invests as part of its business of investing in
stock and
securities will be Qualifying Other Income. Additionally, distributions the CFC
makes to the RIC out of its associated earnings and profits for the
applicable taxable year (“Annual E&P”) will qualify as dividends and,
therefore, Qualifying Income for a RIC.
In 2016,
the IRS issued a revenue procedure, which provides that the IRS will not
“ordinarily” issue PLRs on any issue relating to the treatment of a corporation
as a RIC that requires a determination of whether a financial instrument or
position is a “security.” Accordingly, future PLRs regarding the status of
commodity-linked notes and other commodity-linked derivative instruments will be
rarely issued, if at all. The federal
income tax treatment of each
applicable
Fund’s
income from its Subsidiary also may be adversely affected further by future
legislation, other Treasury regulations, and/or other guidance
issued by the IRS that could affect the character, timing of recognition, and/or
amount of a Fund’s taxable income and/or net capital gain and,
therefore, the distributions it makes. See “-Taxation of the Funds” above
regarding the federal income tax consequences if a Fund failed to qualify
as a RIC
for any taxable year.
Taxation of the Funds’
Shareholders
General
- Dividends
and other distributions a Fund declares in the last quarter of any calendar year
that are payable to shareholders of record on a date in
that quarter will be deemed to have been paid by the Fund and received by those
shareholders on or before December 31 of that year even if the Fund
pays the distributions during the following January. Accordingly, those
distributions will be reportable by, and taxed to, those shareholders
for the
taxable year in which that December 31 falls.
If Fund
shares are redeemed at a loss after being held for six months or less, the loss
will be treated as long-term, instead of short-term, capital loss to
the extent
of any capital gain distributions received on those shares. In addition, any
loss a shareholder realizes on a redemption of Fund shares will be disallowed
to the extent the shares are replaced within a 61-day period beginning 30 days
before and ending 30 days after the redemption; in that case, the
basis in the acquired shares will be adjusted to reflect the disallowed loss.
Investors also should be aware that the price of Fund shares at any time may
reflect the amount of a forthcoming dividend or other distribution; so if they
purchase Fund shares shortly before the record date for a distribution,
they will pay full price for the shares and receive some part of the price back
as a taxable distribution, even though it represents a partial return of
invested capital.
If more
than 50% of the value of a Fund’s total assets at the close of any taxable year
consists of securities of foreign corporations, it will be eligible to
file an
election for that year with the IRS that would enable its shareholders to
benefit from any foreign tax credit or deduction available with respect to
any foreign
taxes it pays. Pursuant to the election, the Fund(s) would treat those taxes as
dividends paid to its shareholders and each shareholder (1) would be
required to include in gross income, and treat as paid by the shareholder, the
shareholder’s proportionate share of those taxes, (2) would be required to
treat that share of those taxes and of any dividend the Fund paid that
represents income from foreign or U.S. possessions sources (“foreign-source
income”) as the shareholder’s own income from those sources, and (3) could
either use the foregoing information in calculating the foreign tax
credit against the shareholder’s federal income tax or, alternatively, deduct
the foreign taxes deemed paid by the shareholder in computing taxable
income. If a Fund makes this election for a taxable year, it will report to its
shareholders shortly after that year their respective shares of the foreign
taxes it paid and its foreign-source income for that year.
An
individual shareholder of a Fund who, for a taxable year, have no more than $300
($600 for married persons filing jointly) of creditable foreign taxes
included on IRS Forms 1099 and all of whose foreign-source income is “qualified
passive income” may elect for that year to be exempt from the extremely
complicated foreign tax credit limitation for federal income tax purposes (about
which shareholders may wish to consult their tax advisers), in which event
the shareholder would be able to claim a foreign tax credit without having to
file the detailed Form 1116 that otherwise is required. A shareholder
will not be entitled to credit or deduct its portion of foreign taxes a Fund
paid that is allocable to Fund shares the shareholder has not held for at
least 16 days during the 31-day period beginning 15 days before the
ex-distribution date for those shares. The minimum holding period will be
extended if
the shareholder’s risk of loss with respect to those shares is reduced by reason
of holding an offsetting position. No deduction for foreign taxes may
be claimed by a shareholder who does not itemize deductions. A foreign
shareholder may not deduct or claim a credit for foreign taxes in determining
its federal income tax liability unless Fund dividends paid to it are
effectively connected with the shareholder’s conduct of a U.S. trade or
business.
Basis
Election and Reporting - A Fund
shareholder who wants to use an acceptable method for basis determination with
respect to Fund shares other than
the average basis method (the Funds’ default method), must elect to do so in
writing (which may be electronic). The basis determination method a
Fund shareholder elects may not be changed with respect to a redemption
(including a redemption that is part of an exchange) of Fund shares
after the settlement date of the redemption.
In addition
to the requirement to report the gross proceeds from redemptions of Fund shares,
each Fund (or its administrative agent) must report to the IRS and
furnish to its shareholders the basis information for Fund shares that are
redeemed or exchanged and indicate whether they had a short-term (one year
or less) or long-term (more than one year) holding period. Fund shareholders
should consult with their tax advisers to determine the best IRS-accepted
basis determination method for their tax situation and to obtain more
information about how the basis reporting law applies to them. Fund
shareholders who acquire and hold Fund shares through a financial intermediary
should contact their financial intermediary for information related to
the basis election and reporting.
Backup
Withholding - A
Fund is required to withhold and remit to the U.S. Treasury 24% of
dividends, capital gain distributions, and redemption proceeds
(regardless of the extent to which gain or loss may be realized) otherwise
payable to any individual who fails to certify that the taxpayer identification
number furnished to the Fund is correct or who furnishes an incorrect number
(together with the withholding described in the next sentence,
“backup withholding”). Withholding at that rate also is required from each
Fund’s dividends and capital gain distributions otherwise payable to such a
shareholder who (1) is subject to backup withholding for failure to report the
receipt of interest or dividend income properly or (2) fails to certify
to the Fund that he or she is not subject to backup withholding or that it
is a corporation or other “exempt recipient.” Backup withholding is not an
additional tax; rather, any amounts so withheld may be credited against the
shareholder’s federal income tax liability or refunded if proper documentation
is submitted to the IRS.
Non-U.S.
Shareholders
- Dividends a Fund pays to a shareholder who is a nonresident alien
individual or foreign entity (each a “non-U.S. shareholder”)
- other than (1) dividends paid to a non-U.S. shareholder whose ownership of the
Fund’s shares is effectively connected with a trade or business
within the United States the shareholder conducts and (2) capital gain
distributions paid to a nonresident alien individual who is physically
present in
the United States for no more than 182 days during the taxable year - generally
are subject to 30% federal withholding tax (unless a reduced
rate of withholding or a withholding exemption is provided under an applicable
treaty). However, two categories of dividends a Fund might pay,
“short-term capital gain dividends” and “interest-related dividends,” to
non-U.S. shareholders (with certain exceptions) and reported by it in
writing to
its shareholders are exempt from that tax. “Short-term capital gain dividends”
are dividends that are attributable to net short-term gain, computed
with certain adjustments. “Interest-related dividends” are dividends that are
attributable to “qualified net interest income” (i.e., “qualified interest
income,” which generally consists of certain OID, interest on obligations “in
registered form,” and interest on deposits, less allocable deductions)
from sources within the United States. Non-U.S. shareholders are urged to
consult their own tax advisers concerning the applicability of that
withholding tax.
Foreign
Account Tax Compliance Act (“FATCA”) - Under
FATCA, “foreign financial institutions” (“FFIs”) and “non-financial foreign
entities” (“NFFEs”)
that are Fund shareholders may be subject to a generally nonrefundable 30%
withholding tax on income dividends a Fund pays. As discussed
more fully below, the FATCA withholding tax generally can be avoided (a) by an
FFI, if it reports certain information regarding direct and indirect
ownership of financial accounts U.S. persons hold with the FFI, and (b) by an
NFFE that certifies its status as such and, in certain circumstances,
information
regarding substantial U.S. owners. Proposed regulations (having current effect)
have been issued to eliminate certain FATCA withholding taxes,
including the withholding tax on investment sale proceeds that was scheduled to
begin in 2019, and to defer the effective date of other taxes.
The U.S.
Treasury has negotiated intergovernmental agreements (“IGAs”) with certain
countries and is in various stages of negotiations with other foreign
countries with respect to alternative approaches to implement FATCA. An entity
in one of those countries may be required to comply with the terms of
the IGA instead of U.S. Treasury regulations. An FFI resident in a country that
has entered into a Model I IGA with the United States must report to
that country’s government (pursuant to the terms of the applicable IGA and
applicable law), which will, in turn, report to the IRS. An FFI resident in
a Model II IGA country generally must comply with U.S. regulatory requirements,
with certain exceptions, including the treatment of recalcitrant
accountholders. An FFI resident in one of those countries that complies with
whichever of the foregoing applies will be exempt from FATCA withholding.
An FFI can
avoid FATCA withholding by becoming a “participating FFI,” which requires the
FFI to enter into a tax compliance agreement with the IRS under the
Internal Revenue Code. Under such an agreement, a participating FFI agrees to
(1) verify and document whether it has U.S. accountholders, (2) report
certain information regarding their accounts to the IRS, and (3) meet certain
other specified requirements.
An NFFE
that is the beneficial owner of a payment from a Fund can avoid FATCA
withholding generally by certifying its status as such and, in certain
circumstances,
either that (1) it does not have any substantial U.S. owners or (2) it does have
one or more such owners and reports the name, address, and
taxpayer identification number of each such owner. The NFFE will report to a
Fund or other applicable withholding agent, which may, in turn, report
information to the IRS.
Those
foreign shareholders also may fall into certain exempt, excepted, or deemed
compliant categories established by U.S. Treasury regulations, IGAs,
and other
guidance regarding FATCA. An FFI or NFFE that invests in a Fund will need to
provide it with documentation properly certifying the entity’s status
under FATCA to avoid FATCA withholding. The requirements imposed by FATCA are
different from, and in addition to, the tax certification rules to avoid
backup withholding described above. Foreign investors are urged to consult their
tax advisers regarding the application of these requirements to their
own situation and the impact thereof on their investment in a Fund.
Other
Taxes -
Statutory rules and regulations regarding state and local taxation of ordinary
income dividends, QDI dividends and net capital and foreign
currency gain distributions may differ from the federal income taxation rules
described above. Distributions may also be subject to additional state,
local and foreign taxes depending on each shareholder’s situation.
Investors
should consult their own tax advisors with respect to the tax consequences to
them of an investment in a Fund based on their particular circumstances.
No Fund expects to receive a ruling from any tax authority or an opinion of tax
counsel with respect to its treatment of any tax positions.
Tax consequences of transactions are not the primary consideration of a Fund in
implementing its investment strategy.
DESCRIPTION
OF THE TRUST
The Trust
is an entity of the type commonly known as a “Massachusetts business trust.”
Under Massachusetts law, shareholders of such a trust may, under
certain circumstances, be held personally liable for its obligations. However,
the Trust’s Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the Trust and provides for indemnification
and reimbursement of expenses out of Trust property for any shareholder
held personally liable for the obligations of the Trust. The Declaration of
Trust also provides that the Trust may maintain appropriate insurance
(e.g., fidelity bonding) for the protection of the Trust, its shareholders,
Trustees, officers, employees and agents to cover possible tort and other
liabilities. Thus, the risk of a shareholder incurring financial loss due to
shareholder liability is limited to circumstances in which both inadequate
insurance
existed and the Trust itself was unable to meet its obligations. The Trust has
not engaged in any other business.
The Trust
was originally created to manage money for large institutional investors. The
following individuals (and members of that individual’s “immediate
family”) are eligible to purchase shares of the R5 Class with an initial
investment of less than $250,000: (i) employees of the Manager, or its parent
company, Resolute Investment Managers, Inc. (“RIM”), (ii) employees of a
sub-advisor for Funds where it serves as sub-advisor, (iii) members of the
Board, (iv) employees of Kelso/Estancia, and (v) members of the Manager’s Board
of Directors. The term “immediate family” refers to one’s spouse,
children, grandchildren, grandparents, parents, parents-in-law, brothers and
sisters, sons- and daughters-in-law, a sibling’s spouse, a spouse’s sibling,
aunts, uncles, nieces and nephews; relatives by virtue of remarriage
(step-children, step-parents, etc.) are included. Any shareholders that the
Manager
transfers to the R5 Class upon termination of the class of shares in which the
shareholders were originally invested is also eligible for purchasing
shares of the R5 Class with an initial investment of less than
$250,000.
The
Investor Class was created to give individuals and other smaller investors an
opportunity to invest in the American Beacon Funds. The R5 and Y Classes
were created to manage money for large institutional investors, including
pension and 401(k) plans. The A Class and C Class were created for investors
investing in the American Beacon Funds through their broker-dealers or other
financial intermediaries. The R6 Class was created to provide third party
intermediaries an investment option for the large 401(k) plans that does not
charge 12b-1 or sub-transfer agency fees.
FINANCIAL
STATEMENTS
The Funds’
independent registered public accounting firm, PricewaterhouseCoopers LLP,
audits and reports on the Funds’ annual financial statements. The audited
financial statements include the schedule of investments, statement of assets
and liabilities, statement of operations, statements of changes in
net assets, financial highlights, notes and report of independent registered
public accounting firm.
APPENDIX
A
Ratings
Definitions
Below are
summaries of the ratings definitions used by some of the rating organizations.
Those ratings represent the opinion of the rating organizations
as to the credit quality of the issues that they rate. The summaries are based
upon publicly available information provided by the rating organizations.
Ratings of Long-Term Obligations and
Preferred Stocks — A Fund
utilizes ratings provided by rating organizations in order to determine
eligibility of long-term
obligations. The ratings described in this section may also be used for
evaluating the credit quality for preferred stocks.
Credit
ratings typically evaluate the safety of principal and interest payments, not
the market value risk of bonds. The rating organizations may fail to
update a
credit rating on a timely basis to reflect changes in economic or financial
conditions that may affect the market value of the security. For these
reasons, credit ratings may not be an accurate indicator of the market value of
a bond.
The four
highest Moody’s ratings for long-term obligations (or issuers thereof) are Aaa,
Aa, A and Baa. Obligations rated Aaa are judged to be of the highest
quality and subject to the lowest level of credit risk. Obligations rated Aa are
judged to be of high quality and subject to very low credit risk. Obligations
rated A are judged to be upper-medium grade and subject to low credit risk.
Obligations rated Baa are judged to be medium-grade and subject to
moderate credit risk and, as such, may possess certain speculative
characteristics.
Moody’s
ratings of Ba, B, Caa, Ca and C are considered below investment grade.
Obligations rated Ba are judged to have
speculative elements
and
are
subject to
substantial credit risk. Obligations rated B are considered speculative and
subject to high credit risk. Obligations rated Caa are judged to be of poor
standing and subject to very high credit risk. Obligations rated Ca are highly
speculative and are likely in, or very near, default, with some prospect of
recovery of principal and interest. Obligations rated C are the lowest rated and
are typically in default, with little prospect for recovery of principal
or interest. Moody’s also appends numerical modifiers 1, 2, and 3 to each
generic rating classification from Aa through Caa. The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a
ranking in the lower end of that generic rating category. Additionally, a
“(hyb)” indicator is appended to all ratings of hybrid securities issued by
banks, insurers, finance companies, and securities firms. By their
terms, hybrid securities allow for the omission of scheduled dividends,
interest,
or principal payments, which can potentially result in impairment if such an
omission occurs. Hybrid securities may also be subject to contractually
allowable write-downs of principal that could result in impairment. Together
with the hybrid indicator, the long-term obligation rating assigned to
a hybrid security is an expression of the relative credit risk associated with
that security.
The four
highest S&P Global ratings for long-term obligations are AAA, AA, A and BBB.
An obligation rated AAA has the highest rating assigned by S&P
Global and indicates that the obligor’s capacity to meet its financial
commitments on the obligation is extremely strong. An obligation rated AA
differs
from the highest-rated obligations only to a small degree. The obligor’s
capacity to meet its financial commitments on the obligation is very
strong. An
obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations
in higher-rated categories. However, the obligor’s capacity to meet its
financial commitments on the obligation is still strong. An obligation
rated BBB
exhibits adequate protection parameters; however, adverse economic conditions or
changing circumstances are more likely to weaken the obligor’s
capacity to meet its financial commitments on the
obligation.
S&P
Global ratings of BB, B, CCC, CC, C, SD, and D are regarded as having
significant speculative characteristics. BB indicates the least degree of
speculation
and C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties
or major exposure to adverse
conditions. An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces
major ongoing uncertainties or exposure to adverse business, financial, or
economic conditions which could lead to the obligor’s inadequate capacity to
meet its financial commitments on the
obligation. An obligation rated B is more vulnerable to nonpayment than
obligations rated BB, but the obligor
currently has the capacity to meet its financial commitments on the
obligation. Adverse business, financial, or economic conditions will
likely
impair the obligor’s capacity or willingness to meet its financial commitments on the
obligation. An obligation rated CCC is currently vulnerable to
nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitments on the
obligation.
In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitments on the
obligation. An obligation rated CC is currently highly vulnerable to nonpayment.
The CC rating is used when a default has not yet occurred but
S&P Global expects default to be a virtual certainty, regardless of the
anticipated time to default. An obligation rated C is currently highly
vulnerable
to nonpayment, and the obligation is expected to have lower relative seniority
or lower ultimate recovery compared with
obligations that are rated
higher. An obligation rated D is in
default or in breach of an imputed promise. For non-hybrid capital instruments,
the D rating category is used when
payments on an obligation are not made on the date due, unless
S&P Global believes that such payments will be made within five business
days in the
absence of a stated grace period or within the earlier of the stated grace
period or the next
30 calendar
days. The D rating also will
be used
upon the
filing of a bankruptcy petition or the taking of similar action and where
default on an obligation is a virtual certainty, for example due to automatic
stay provisions. An obligation’s rating is lowered to D if it is subject to a
distressed debt
restructuring. An SD
(selective
default) rating is
assigned
when S&P Global believes that the obligor has selectively defaulted on a
specific issue or class of obligations but it will continue to meet its
payment
obligations on other issues or classes of obligations in a timely manner. The
ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the rating
categories.
The four
highest ratings for long-term obligations by Fitch Ratings are AAA, AA, A and
BBB. Obligations rated AAA are deemed to be of the highest credit
quality. AAA ratings denote the lowest expectation of credit risk. They
are assigned only in cases of
exceptionally strong capacity for payment of financial
commitments. This capacity is highly unlikely to be adversely affected by
foreseeable events. Obligations rated AA are deemed to be of very high credit
quality. AA ratings denote expectations of very low credit risk. They
indicate very strong capacity for payment of financial commitments. This
capacity is not significantly vulnerable to foreseeable events. Obligations
rated A are deemed to be of high credit quality. An A rating denotes
expectations
of low credit risk. The
capacity for payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case for
higher ratings. Obligations rated BBB are deemed to be of good
credit
quality. BBB ratings indicate that expectations of default risk are currently
low. The capacity for payment of financial commitments is considered
adequate
but adverse business or economic
conditions are more likely to impair this capacity. This is the lowest
investment grade category.
Fitch’s
ratings of BB, B, CCC, CC, C, RD and D are considered below investment grade or
speculative grade. Obligations rated BB are deemed to be speculative.
BB ratings indicate an elevated vulnerability to credit risk,
particularly in the event of adverse changes in business or economic conditions
over time;
however, business or financial alternatives
may be available to allow financial commitments to be met.
Obligations rated B are deemed to be highly
speculative. B ratings indicate that material credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met;
however, the capacity for continued payment is vulnerable to deterioration in
the business and economic environment. CCC ratings
indicate
that substantial credit risk is present. CC ratings indicate very high levels of
credit risk. C indicates
exceptionally high levels of credit risk
Obligations
rated C indicate a default or default-like process had begun, or the
issuer is in standstill, or for a
closed funding vehicle, payment capacity is
irrevocably impaired. Ratings in the categories of ‘CCC’, ‘CC’, and ‘C’ can also
relate to obligations or issuers that are in default. In this case, the
rating does
not opine on default risk but reflects the recovery expectation
only. Conditions
that are indicative of a C category rating for an issuer include:
(a) the issuer has entered into a grace or cure period following non-payment of
a material financial obligation; (b) the issuer has entered into a temporary
negotiated waiver or standstill agreement following a payment default on a
material financial obligation; (c) the formal announcement by the issuer
or their agent of a distressed debt exchange; or (d) a closed financing vehicle
where payment capacity is irrevocably impaired such that it is not
expected to pay interest and/or principal in full during the life of the
transaction, but where no payment default is imminent. Obligations rated RD
indicate an
issuer that, in Fitch Ratings’ opinion, has experienced an uncured payment
default or
distressed debt exchange on a bond,
loan or other material
financial obligation but which has not entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-up
procedure,
and which has not otherwise ceased operating. This would include: (a) the
selective payment default on a specific class or currency of debt; (b) the
uncured expiry of any applicable grace period, cure period or default
forbearance period following a payment default on a bank loan, capital
markets
security or other material financial obligation; (c) the extension of multiple
waivers or forbearance periods upon a payment default on one or more
material financial obligations, either in series or in parallel; or (d)
ordinary
execution
of a distressed debt exchange on one or more material financial
obligations. Obligations rated D indicate an issuer that, in Fitch Ratings’
opinion, has entered into bankruptcy filings, administration, receivership,
liquidation or other formal winding-up procedure or
that has
otherwise ceased business. Default ratings are not assigned prospectively to
entities or
their obligations; within this context, non-payment on an instrument that
contains a deferral feature or grace period will generally not be considered
a default until after the expiration of the deferral or grace period, unless a
default is otherwise driven by bankruptcy or other similar circumstance,
or by a distressed debt exchange. In all
cases, the assignment of a default rating reflects the agency’s opinion as to
the most appropriate rating
category consistent with the rest of its universe of ratings and may
differ from the definition of default under the terms of an issuer’s financial
obligations
or local commercial practice. The modifiers “+” or “-” may be appended to a
rating to denote relative status within major rating categories.
Such suffixes are not added to the AAA obligation
rating category,
or to corporate
finance obligation ratings in the categories below CCC.
Ratings of Municipal
Obligations — Moody’s
ratings for short-term investment-grade municipal obligations are designated
Municipal Investment Grade (MIG or
VMIG in the case of variable rate demand obligations) and are divided into three
levels — MIG/VMIG 1, MIG/VMIG 2, MIG/VMIG 3, and SG. The
MIG/VMIG 1 designation denotes
superior credit quality. Excellent
protection is afforded by the superior short-term credit strength of the
liquidity provider
and structural and legal protections. The
MIG/VMIG 2 designation denotes
strong credit quality. Generally, MIG/VMIG 2 indicates that the margins of
protection are ample, although not as large as in the preceding group. The
MIG/VMIG 3 designation denotes
acceptable credit quality. Liquidity
and cash-flow protection may be narrow, and market access for refinancing is
likely to be less well-established. An SG designation denotes
speculative-grade
credit quality. Debt instruments in this category may lack sufficient margins of
protection.
S&P
Global uses SP-1, SP-2, SP-3, and D to rate short-term municipal obligations. A
rating of SP-1 denotes a strong capacity to pay principal and interest.
An issue determined
to possess a very strong capacity to pay debt
service is given a plus (+) designation. A rating of SP-2 denotes a satisfactory
capacity to pay principal and interest, with some vulnerability to adverse
financial and economic changes over the term of the notes. A rating of
SP-3 denotes a speculative capacity to pay principal and interest. A rating of D
is assigned upon failure to pay the note when due, completion of a
distressed debt
restructuring, or the
filing of a bankruptcy petition or the taking of similar action and where
default on an obligation is a virtual certainty,
for example due to automatic stay provisions.
Ratings of Short-Term
Obligations — Moody’s
short-term ratings, designated as P-1, P-2, P-3, or NP, are opinions of the
ability of issuers to honor short-term
financial obligations that generally have an original maturity not exceeding
thirteen months. The rating P-1 (Prime-1) is the highest short-term
rating assigned by Moody’s and it denotes an issuer (or supporting institution)
that has a superior ability to repay short-term debt obligations.
The rating P-2 (Prime-2) denotes an issuer (or supporting institution) that has
a strong ability to repay short-term debt obligations. The rating P-3
(Prime-3) denotes an issuer (or supporting institution) that has an acceptable
ability for repayment of senior short-term policyholder claims and
obligations. The rating NP (Not Prime) denotes an issuer (or supporting
institution) that does not fall within any of the Prime rating
categories.
S&P
Global short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days, including
commercial paper. A short-term obligation rated A-1 is rated in the highest
category by S&P Global and indicates that the obligor’s capacity to meet its
financial commitments on the
obligation is strong. Within this category,
certain obligations are designated with a plus sign (+). This indicates that the
obligor’s capacity to meet its financial commitments on these
obligations
is extremely strong. A short-term obligation rated A-2 is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in the highest
rating category. However,
the obligor’s capacity to meet its financial commitments on the
obligation
is satisfactory. A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken the
obligor’s capacity to meet
its financial commitments on the
obligation. A short-term obligation rated B is
regarded as vulnerable and has significant speculative characteristics. The
obligor currently has the capacity to meet its financial commitments; however,
it faces major ongoing uncertainties which could lead to the obligor’s
inadequate capacity to meet its financial commitments
on the
obligation. A short-term obligation rated C is currently vulnerable to
nonpayment and is dependent upon favorable business, financial, and economic
conditions for the obligor to meet its financial commitments on the
obligation. A short-term obligation rated D is in
default or in breach of an imputed
promise. For non-hybrid capital instruments, the D rating category is used when
payments on an obligation are not made on the date due,
unless
S&P Global believes that such payments will be made within any stated grace
period. However, any stated grace period longer than five business days will
be treated as five business days. The D rating also will be used upon the filing
of a bankruptcy petition or the taking of a similar action and where
default on an obligation is a virtual certainty, for example due to automatic
stay provisions. An obligation’s rating is lowered to D if it is subject
to a
distressed debt
restructuring. An SD
rating is assigned when S&P
Global believes that the obligor
has selectively defaulted on a specific issue or class of
obligations but it will continue to meet its payment obligations on other issues
or classes of obligations in a timely manner.
A
short-term issuer or obligation rating is based in all cases on the short-term
vulnerability
to default of the rated entity and relates to the capacity to meet
financial obligations in accordance with the documentation governing the
relevant obligation.
Short-term deposit
ratings may be adjusted for loss severity.
Fitch Rating’s Short-Term Ratings are assigned to obligations whose initial
maturity is viewed as “short term” based on market convention (a long-term
rating can also be used to rate an issue with short maturity). Typically, this
means up to 13 months for corporate, sovereign, and structured obligations
and up to 36 months for obligations in U.S. public finance markets. A rating
of F1 denotes an obligation of the highest short-term credit quality. It
indicates the strongest intrinsic capacity for timely payment of financial
commitments and may have an added “+” to denote any exceptionally
strong credit feature. A rating of F2 denotes good short-term credit quality. It
indicates a good intrinsic capacity for timely payment of financial
commitments. A rating of F3 denotes fair short-term credit quality. The
intrinsic capacity for timely payment of financial commitments is adequate. A
rating of B denotes an obligation that is of speculative short-term credit
quality, indicating minimal capacity for timely payment of financial
commitments as well as heightened vulnerability to near term adverse changes in
financial and economic conditions. A rating of C denotes a high
short-term default risk. Default is a real possibility. A rating of RD indicates
an entity that has defaulted on one or more of its financial commitments,
although it continues to meet other financial obligations. RD is
typically applicable
to entity ratings only.
A rating of
D indicates a broad-based
default event for an entity or the default of a short-term
obligation.
APPENDIX
B
GLOSSARY
| |
American
Beacon or the Manager |
American
Beacon Advisors, Inc. |
Beacon
Funds or Trust |
American
Beacon Funds |
Board |
Board
of Trustees |
Brexit |
The
United Kingdom’s departure from the European Union |
CCO |
Chief
Compliance Officer |
CDSC |
Contingent
Deferred Sales Charge |
CFTC |
Commodity
Futures Trading Commission |
CPO |
Commodity
Pool Operator |
Denial
of Services |
A
cybersecurity incident that results in customers or employees being
unable
to access electronic systems |
Dividends |
Distributions
from a Fund’s net investment income |
Dodd-Frank
Act |
Dodd-Frank
Wall Street Reform and Consumer Protection Act |
DRD |
Dividends-received
deduction. |
ETF |
Exchange-Traded
Fund |
ETN |
Exchange-Traded
Note |
EU |
European
Union |
FINRA |
Financial
Industry Regulatory Authority, Inc. |
Forwards |
Forward
Currency Contracts |
Holdings
Policy |
Policies
and Procedures for Disclosure of Portfolio Holdings |
Internal
Revenue Code |
Internal
Revenue Code of 1986, as amended |
Investment
Company Act |
Investment
Company Act of 1940, as amended |
IRA |
Individual
Retirement Account |
IRS |
Internal
Revenue Service |
Junk
Bonds |
High
yield, non-investment grade bonds |
LIBOR |
ICE
LIBOR |
LOI |
Letter
of Intent |
Management
Agreement |
A
Fund’s Management Agreement with the Manager |
Manager |
American
Beacon Advisors, Inc. |
Moody’s |
Moody’s
Investors Service, Inc. |
NAV |
Net
asset value |
NDF |
Non-deliverable
forward contracts |
NYSE |
New
York Stock Exchange |
OTC |
Over-the-Counter |
Proxy
Policy |
Proxy
Voting Policy and Procedures |
QDI |
Qualified
Dividend Income |
RIC |
Regulated
Investment Company |
S&P
Global |
S&P
Global Ratings |
SAI |
Statement
of Additional Information |
SEC |
Securities
and Exchange Commission |
Securities
Act |
Securities
Act of 1933, as amended |
State
Street |
State
Street Bank and Trust Co. |
Trustee
Retirement Plan |
Trustee
Retirement and Trustee Emeritus and Retirement Plan |
UK |
United
Kingdom |