As filed with the Securities and Exchange Commission on October 25, 2019
1933 Act File No. 033-11387
1940 Act File No. 811-04984
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 355 | ☒ | |
and/or | ||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
Amendment No. 356 | ☒ | |
(Check appropriate box or boxes.) |
AMERICAN BEACON FUNDS
(Exact Name of Registrant as Specified in Charter)
220 East Las Colinas Boulevard, Suite 1200
Irving, Texas 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (817) 391-6100
It is proposed that this filing will become effective (check appropriate box)
☐ | immediately upon filing pursuant to paragraph (b) |
☒ | on October 28, 2019 pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | on (date) pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on (date) pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
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American Beacon
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PROSPECTUS
October 28, 2019
Share Class |
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Y |
Institutional |
Investor |
American Beacon Alpha Quant Core Fund |
AQCYX |
AQCIX |
AQCPX |
American Beacon Alpha Quant Dividend Fund |
AQDYX |
AQDIX |
AQDPX |
American Beacon Alpha Quant Quality Fund |
AQQYX |
AQQIX |
AQQPX |
American Beacon Alpha Quant Value Fund |
AQVYX |
AQVVX |
AQVPX |
American Beacon Shapiro Equity Opportunities Fund |
SHXYX |
SHXIX |
SHXPX |
American Beacon Shapiro SMID Cap Equity Fund |
SHDYX |
SHDIX |
SHDPX |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of a Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from a Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and other communications from a Fund or your financial intermediary electronically by going to www.americanbeaconfunds.com and clicking on ‘‘Quick Links''
and then ‘‘Register for E-Delivery."
You may elect to receive all future reports in paper free of charge. You can inform a Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-658-5811, option 1, or
you may directly inform your financial intermediary of your wish. A notice that will be mailed to you each time a report
is posted will also include instructions for informing a Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held with the American Beacon Funds Complex or your financial intermediary, as applicable.
This Prospectus contains important information you should know about investing, including information about risks. Please read it before you invest and keep it for future reference.
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Additional Information About Investment Policies and Strategies |
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Back Cover
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A-1 |
American Beacon
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Investment Objective
The Fund's investment objective is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 37 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
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Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
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Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 0.69% for the Y Class, 0.59% for the Institutional Class, and 0.97% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
2 Effective April 1, 2019, the Manager agreed to lower the contractual expense ratio caps for all classes of the Fund. The Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement do not correlate to the Expenses, net of reimbursements, provided in the Fund's Financial Highlights table, which reflect the lower contractual expense ratio caps only for the period from April 1, 2019 to June 30, 2019.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that this Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 70 |
$ 960 |
$ 1,863 |
$ 4,182 |
Institutional |
$ 60 |
$ 944 |
$ 1,843 |
$ 4,152 |
Investor |
$ 99 |
$ 1,854 |
$ 3,479 |
$ 7,037 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 65% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by implementing a quantitative approach to investing in U.S. large and mid-cap stocks. The Fund is managed pursuant to a proprietary fundamentally-based, systematic process of Alpha Quant Advisors, LLC ("Alpha Quant"), the Fund's sub-advisor. On a quarterly basis, this process involves the evaluation of each portfolio holding for relative attractiveness based on Alpha Quant's criteria, including profitability, free cash flow yield, debt leverage and valuation. If a portfolio holding no longer meets Alpha Quant's criteria, it may be sold and the proceeds reinvested in a new holding. This is done to maintain a portfolio of stocks most reflective of the fundamental characteristics targeted by Alpha Quant, which may vary based on market conditions.
Alpha Quant employs a proprietary methodology to select a blend of the stocks of U.S. large and mid-cap high-quality and value companies for the Fund. Alpha Quant defines high-quality companies as large and mid-sized companies that display above market average profitability, as measured by return on invested capital, profit margins, and labor productivity. Alpha Quant defines value companies as large- and mid-sized companies that display high levels of excess cash generated by their businesses, low debt, and are relatively undervalued as compared to the broader U.S. equity market.
Prospectus – Fund Summaries |
1 |
Securities are purchased and sold based on Alpha Quant's assessment regarding a company's profitability, valuation and earnings expectations. The Fund may have significant exposure to the Information Technology sector. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to the Information Technology sector may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
The Fund invests in U.S. common stocks. The Fund may also invest cash balances in other investment companies, including money market funds, and may purchase and sell futures contracts on stock indices to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. The Fund may seek to earn additional income by lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis.
Principal Risks
There is no assurance that the Fund will achieve its investment objective and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Futures Contracts Risk
Futures contracts are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed
amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund
to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives.
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their
underlying instruments or indexes. There can be no assurance that any strategy used will succeed. There also can be no assurance
that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold
and this may result in the inability to close a futures contract when desired. Futures contracts may experience potentially
dramatic price changes, which will increase the volatility of the Fund and may involve a small investment of cash (the amount
of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the
price of the futures contract).
Growth Companies Risk
Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices
of these stocks may go down, even if earnings showed an absolute increase. The Fund's investments in growth companies may
be more sensitive to company earnings and more volatile than the market in general primarily because their stock prices are
based heavily on future expectations. If a sub-advisor's assessment of the prospects for a company's growth is incorrect,
then the price of the company's stock may fall or not approach the value that a subadvisor has placed on it. Growth company
stocks may also lack the dividend yield that can cushion stock price declines in market downturns.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not
specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in
the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated
with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China,
and the possibility of changes to some international trade agreements, could affect the economies of many nations, including
the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic
conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political
and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy, perhaps suddenly and to a significant degree.
2 |
Prospectus – Fund Summaries |
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Model and Data Risk
The success of the sub-advisor's investment strategy depends largely on the effectiveness of its quantitative research models
and investment programs. Models and data are used to screen potential investments for the Fund. When models or data prove to be incorrect or incomplete,
any decisions made in reliance thereon expose the Fund to potential risks. Some of the models used by the sub-advisor are
predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based
on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data. There is no assurance that the models are complete or accurate, or representative
of future market cycles, nor will they always be beneficial to the Fund if they are accurate. Additionally, programs may become
outdated or experience malfunctions which may not be identified by the sub-advisor and therefore may also result in losses
to the Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy
of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction).
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
When the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance
and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more
volatile, and may perform differently, than the broader market. As the Fund's portfolio changes over time, the Fund's exposure
to a particular sector may become higher or lower.
Information Technology Sector Risk. The market prices of information technology-related securities tend to exhibit a greater degree of market risk and sharp price fluctuations than other types of securities. These securities may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices
may decline. The Fund's investments in value stocks seek to limit potential downside price risk over time; however, value
stock prices still may decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this
potentially lower risk. The Fund's investment in value stocks could cause the Fund to underperform funds that use a growth
or non-value approach to investing or have a broader investment style.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Calendar year total returns for Investor Class Shares. Year Ended 12/31 |
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Highest Quarterly Return:
Lowest Quarterly Return:
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The calendar year-to-date total return as of September 30, 2019 was 12.40% |
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Prospectus – Fund Summaries |
3 |
Average annual total returns for periods ended December 31, 2018
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Inception Date of Class |
1 Year |
Since Inception |
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Investor Class |
03/22/2017 |
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Returns Before Taxes |
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(6.71 |
%) |
4.21 |
% |
Returns After Taxes on Distributions |
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(9.09 |
%) |
2.55 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
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(2.70 |
%) |
3.07 |
% |
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Inception Date of Class |
1 Year |
Since Inception |
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Share Class (Before Taxes) |
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Y |
03/22/2017 |
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(6.42 |
%) |
4.54 |
% |
Institutional |
03/22/2017 |
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(6.33 |
%) |
4.65 |
% |
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1 Year |
Since Inception |
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Index (Reflects no deduction for fees, expenses or taxes) |
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S&P 500 Index |
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(4.38 |
%) |
5.79 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is Alpha Quant Advisors, LLC.
Portfolio Managers
Alpha Quant Advisors, LLC
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Massimo Santicchia
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Katherine Gallagher
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Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
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Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
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American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
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Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
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You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's net asset value ("NAV") per share next calculated after your order is received in proper form.
4 |
Prospectus – Fund Summaries |
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New Account |
Existing Account |
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Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
Prospectus – Fund Summaries |
5 |
American Beacon
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Investment Objective
The Fund's investment objective is long-term capital appreciation, with a secondary objective of current income.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 37 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
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Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
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Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 0.69% for the Y Class, 0.59% for the Institutional Class, and 0.97% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
2 Effective April 1, 2019, the Manager agreed to lower the contractual expense ratio caps for all classes of the Fund. The Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement do not correlate to the Expenses, net of reimbursements, provided in the Fund's Financial Highlights table, which reflect the lower contractual expense ratio caps only for the period from April 1, 2019 to June 30, 2019.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that this Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 70 |
$ 970 |
$ 1,882 |
$ 4,221 |
Institutional |
$ 60 |
$ 1,035 |
$ 2,016 |
$ 4,499 |
Investor |
$ 99 |
$ 1,443 |
$ 2,745 |
$ 5,826 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 34% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objectives by investing, under normal circumstances, at least 80% of the Fund's net assets (plus the amount of any borrowings for investment purposes) in dividend-paying securities. The Fund is managed pursuant to the proprietary fundamentally based, systematic process of Alpha Quant Advisors, LLC ("Alpha Quant"), the Fund's sub-advisor. On an annual basis, this process involves the evaluation of each portfolio holding for relative attractiveness based on Alpha Quant's criteria, including earnings growth, dividend growth and stability, creditworthiness, and dividend yield. If a portfolio holding no longer meets Alpha Quant's criteria, it may be sold, and the proceeds reinvested in a new holding. This is done to maintain a portfolio of stocks most reflective of the fundamental characteristics targeted by Alpha Quant, which may vary based on market conditions. The Fund typically holds a focused portfolio of approximately 30 stocks.
Alpha Quant invests in companies that have an established long-term record of paying and increasing their dividends, are financially strong, as measured by high creditworthiness and liquidity, and, at the same time, offer an attractive dividend yield. As a result of this targeted combination of consistent dividend payments, financial strength and yield, Alpha Quant's strategy is designed to avoid forfeiting quality for yield. Stocks are purchased and sold based on Alpha Quant's expectations regarding a company's dividend continuity and an attractive yield.
6 |
Prospectus – Fund Summaries |
The Fund invests in U.S. common stocks and shares of real estate investment trusts ("REITs"). The Fund may also invest cash balances in other investment companies, including money market funds, and may purchase and sell futures contracts on stock indices to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. The Fund may seek to earn additional income by lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis.
Principal Risks
There is no assurance that the Fund will achieve its investment objectives and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of current income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Dividend Risk
An issuer of stock held by the Fund may choose not to declare a dividend or the dividend rate might not remain at current
levels. Dividend paying stocks might not experience the same level of earnings growth or capital appreciation as non-dividend
paying stocks.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Real Estate Investment Trusts ("REITs") Risk. Investments in REITs are subject to the risks associated with investing in the real estate industry, including, among other risks: adverse developments affecting the real estate industry; declines in real property values; changes in interest rates; defaults by mortgagors or other borrowers and tenants; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; casualty or condemnation losses; and governmental actions, such as changes to tax laws, zoning regulations or environmental regulations. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"), or to maintain their exemption from registration under the Investment Company Act of 1940, as amended ("Investment Company Act"). REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund's investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.
Focused Holdings Risk
Because the Fund may have a focused portfolio, the increase or decrease of the value of a single investment may have a greater
impact on the Fund's net asset value ("NAV") and total return when compared to other funds.
Futures Contracts Risk
Futures contracts are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed
amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund
to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives.
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their
underlying instruments or indexes. There can be no assurance that any strategy used will succeed. There also can be no assurance
that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold
and this may result in the inability to close a futures contract when desired. Futures contracts may experience potentially
dramatic price changes, which will increase the volatility of the Fund and may involve a small investment of cash (the amount
of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the
price of the futures contract).
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not specifically related to
a particular company, such as real or
Prospectus – Fund Summaries |
7 |
perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China, and the possibility of changes to some international trade agreements, could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Model and Data Risk
The success of the sub-advisor's investment strategy depends largely on the effectiveness of its quantitative research models
and investment programs. Models and data are used to screen potential investments for the Fund. When models or data prove to be incorrect or incomplete,
any decisions made in reliance thereon expose the Fund to potential risks. Some of the models used by the sub-advisor are
predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based
on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data. There is no assurance that the models are complete or accurate, or representative
of future market cycles, nor will they always be beneficial to the Fund if they are accurate. Additionally, programs may become
outdated or experience malfunctions which may not be identified by the sub-advisor and therefore may also result in losses
to the Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy
of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction).
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices
may decline. The Fund's investments in value stocks seek to limit potential downside price risk over time; however, value
stock prices still may decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this
potentially lower risk. The Fund's investment in value stocks could cause the Fund to underperform funds that use a growth
or non-value approach to investing or have a broader investment style.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Calendar year total returns for Investor Class Shares. Year Ended 12/31 |
|
|
Highest Quarterly Return:
Lowest Quarterly Return:
|
The calendar year-to-date total return as of September 30, 2019 was 22.73% |
|
8 |
Prospectus – Fund Summaries |
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
03/22/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(7.42 |
%) |
1.84 |
% |
Returns After Taxes on Distributions |
|
|
(9.81 |
%) |
0.09 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
(3.88 |
%) |
0.99 |
% |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
Y |
03/22/2017 |
|
(7.22 |
%) |
2.12 |
% |
Institutional |
03/22/2017 |
|
(7.12 |
%) |
2.23 |
% |
|
|
1 Year |
Since Inception |
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
S&P 500 Value Index |
|
|
(8.95 |
%) |
1.32 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is Alpha Quant Advisors, LLC.
Portfolio Managers
Alpha Quant Advisors, LLC
|
Massimo Santicchia
|
Katherine Gallagher
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's NAV per share next calculated after your order is received in proper form.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Prospectus – Fund Summaries |
9 |
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
10 |
Prospectus – Fund Summaries |
American Beacon
|
|
Investment Objective
The Fund's investment objective is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 37 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
|||
Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
|||
Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 0.69% for the Y Class, 0.59% for the Institutional Class, and 0.97% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
2 Effective April 1, 2019, the Manager agreed to lower the contractual expense ratio caps for all classes of the Fund. The Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement do not correlate to the Expenses, net of reimbursements, provided in the Fund's Financial Highlights table, which reflect the lower contractual expense ratio caps only for the period from April 1, 2019 to June 30, 2019.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that this Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 70 |
$ 1,064 |
$ 2,062 |
$ 4,580 |
Institutional |
$ 60 |
$ 1,043 |
$ 2,031 |
$ 4,529 |
Investor |
$ 99 |
$ 1,979 |
$ 3,695 |
$ 7,360 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 83% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by implementing a quantitative approach to investing in U.S. large and mid-cap stocks. The Fund is managed pursuant to the proprietary fundamentally based, systematic process of Alpha Quant Advisors, LLC ("Alpha Quant"), the Fund's sub-advisor. On a quarterly basis, this process involves the evaluation of each portfolio holding for relative attractiveness based on Alpha Quant's criteria, including profitability, financial strength and productivity. If a portfolio holding no longer meets Alpha Quant's criteria, it may be sold and the proceeds reinvested in a new holding. This is done to maintain a portfolio of stocks most reflective of the fundamental characteristics targeted by Alpha Quant, which may vary based on market conditions.
The Fund typically holds a focused portfolio of approximately 30 stocks. Alpha Quant employs a proprietary methodology to select the stocks of U.S. large and mid-cap high-quality companies for the Fund. Alpha Quant defines high-quality companies as large and mid-sized companies that display above market average profitability, as measured by return on invested capital, profit margins, and labor productivity. Stocks are purchased and sold based on Alpha Quant's assessment regarding a company's profitability and financial strength. The Fund may have significant exposure to the Information Technology sector. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to the Information Technology sector may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
Prospectus – Fund Summaries |
11 |
The Fund invests in U.S. common stocks. The Fund may also invest cash balances in other investment companies, including money market funds, and may purchase and sell futures contracts on stock indices to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. The Fund may seek to earn additional income by lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis.
Principal Risks
There is no assurance that the Fund will achieve its investment objective and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Focused Holdings Risk
Because the Fund may have a focused portfolio, the increase or decrease of the value of a single investment may have a greater
impact on the Fund's net asset value ("NAV") and total return when compared to other funds.
Futures Contracts Risk
Futures contracts are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed
amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund
to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives.
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their
underlying instruments or indexes. There can be no assurance that any strategy used will succeed. There also can be no assurance
that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold
and this may result in the inability to close a futures contract when desired. Futures contracts may experience potentially
dramatic price changes, which will increase the volatility of the Fund and may involve a small investment of cash (the amount
of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the
price of the futures contract).
Growth Companies Risk
Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices
of these stocks may go down, even if earnings showed an absolute increase. The Fund's investments in growth companies may
be more sensitive to company earnings and more volatile than the market in general primarily because their stock prices are
based heavily on future expectations. If a sub-advisor's assessment of the prospects for a company's growth is incorrect,
then the price of the company's stock may fall or not approach the value that a subadvisor has placed on it. Growth company
stocks may also lack the dividend yield that can cushion stock price declines in market downturns.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not
specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in
the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated
with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China,
and the possibility of changes to some international trade agreements, could affect the economies of many nations, including
the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic
conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political
and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy, perhaps suddenly and to a significant degree.
12 |
Prospectus – Fund Summaries |
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Model and Data Risk
The success of the sub-advisor's investment strategy depends largely on the effectiveness of its quantitative research models
and investment programs. Models and data are used to screen potential investments for the Fund. When models or data prove to be incorrect or incomplete,
any decisions made in reliance thereon expose the Fund to potential risks. Some of the models used by the sub-advisor are
predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based
on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data. There is no assurance that the models are complete or accurate, or representative
of future market cycles, nor will they always be beneficial to the Fund if they are accurate. Additionally, programs may become
outdated or experience malfunctions which may not be identified by the sub-advisor and therefore may also result in losses
to the Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy
of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction).
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
When the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance
and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more
volatile, and may perform differently, than the broader market. As the Fund's portfolio changes over time, the Fund's exposure
to a particular sector may become higher or lower.
Information Technology Sector Risk. The market prices of information technology-related securities tend to exhibit a greater degree of market risk and sharp price fluctuations than other types of securities. These securities may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices
may decline. The Fund's investments in value stocks seek to limit potential downside price risk over time; however, value
stock prices still may decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this
potentially lower risk. The Fund's investment in value stocks could cause the Fund to underperform funds that use a growth
or non-value approach to investing or have a broader investment style.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Calendar year total returns for Investor Class Shares. Year Ended 12/31 |
|
|
Highest Quarterly Return:
Lowest Quarterly Return:
|
The calendar year-to-date total return as of September 30, 2019 was 13.54% |
|
Prospectus – Fund Summaries |
13 |
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
03/22/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(1.93 |
%) |
7.49 |
% |
Returns After Taxes on Distributions |
|
|
(5.94 |
%) |
4.89 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
0.99 |
% |
5.47 |
% |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
Y |
03/22/2017 |
|
(1.66 |
%) |
7.75 |
% |
Institutional |
03/22/2017 |
|
(1.58 |
%) |
7.86 |
% |
|
|
1 Year |
Since Inception |
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
S&P 500 Growth Index |
|
|
(0.01 |
%) |
9.82 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is Alpha Quant Advisors, LLC.
Portfolio Managers
Alpha Quant Advisors, LLC
|
Massimo Santicchia
|
Katherine Gallagher
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's NAV per share next calculated after your order is received in proper form.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
14 |
Prospectus – Fund Summaries |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
Prospectus – Fund Summaries |
15 |
American Beacon
|
|
Investment Objective
The Fund's investment objective is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 37 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
|||
Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
|||
Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 0.69% for the Y Class, 0.59% for the Institutional Class, and 0.97% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
2 Effective April 1, 2019, the Manager agreed to lower the contractual expense ratio caps for all classes of the Fund. The Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement do not correlate to the Expenses, net of reimbursements, provided in the Fund's Financial Highlights table, which reflect the lower contractual expense ratio caps only for the period from April 1, 2019 to June 30, 2019.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that this Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 70 |
$ 717 |
$ 1,389 |
$ 3,189 |
Institutional |
$ 60 |
$ 679 |
$ 1,323 |
$ 3,057 |
Investor |
$ 99 |
$ 877 |
$ 1,675 |
$ 3,764 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 90% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve its investment objective by implementing a quantitative approach to investing in U.S. large and mid-cap stocks. The Fund is managed pursuant to the proprietary fundamentally-based, systematic process of Alpha Quant Advisors, LLC ("Alpha Quant"), the Fund's sub-advisor. On a quarterly basis, this process involves the evaluation of each portfolio holding for relative attractiveness based on Alpha Quant's criteria, including free cash flow yield, debt leverage, and changes in earnings prospects. If a portfolio holding no longer meets Alpha Quant's criteria, it may be sold and the proceeds reinvested in a new holding. This is done to maintain a portfolio of stocks most reflective of the fundamental characteristics targeted by Alpha Quant, which may vary based on market conditions. The Fund typically holds a focused portfolio of approximately 30 stocks.
Alpha Quant employs a proprietary methodology to select the stocks of U.S. large and mid-cap value companies for the Fund. Alpha Quant defines value companies as large and mid-sized companies that display high levels of excess cash generated by their businesses, low debt, and are relatively undervalued as compared to the broader U.S. equity market. To mitigate the risk of investing in "value traps," which are stocks that appear to be undervalued, but are in distress or face other business challenges and continue to stay inexpensive or decline further, Alpha Quant applies stringent criteria to select investments, including the amount of a company's debt and its ability to generate cash in excess of operating expenses. Securities are purchased and sold based on Alpha Quant's expectations regarding a company's valuation and business momentum as measured by changes in revenue, profitability, and earnings growth.
16 |
Prospectus – Fund Summaries |
Stocks with improving fundamentals may be retained in the Fund's portfolio even after valuations have improved significantly. The Fund may have significant exposure to the Information Technology sector. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to the Information Technology sector may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
The Fund invests in U.S. common stocks. The Fund may also invest cash balances in other investment companies, including money market funds, and may purchase and sell futures contracts on stock indices to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. The Fund may seek to earn additional income by lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis.
Principal Risks
There is no assurance that the Fund will achieve its investment objective and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Focused Holdings Risk
Because the Fund may have a focused portfolio, the increase or decrease of the value of a single investment may have a greater
impact on the Fund's net asset value ("NAV") and total return when compared to other funds.
Futures Contracts Risk
Futures contracts are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed
amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund
to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives.
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their
underlying instruments or indexes. There can be no assurance that any strategy used will succeed. There also can be no assurance
that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold
and this may result in the inability to close a futures contract when desired. Futures contracts may experience potentially
dramatic price changes, which will increase the volatility of the Fund and may involve a small investment of cash (the amount
of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the
price of the futures contract).
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not
specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in
the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated
with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China,
and the possibility of changes to some international trade agreements, could affect the economies of many nations, including
the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic
conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political
and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy, perhaps suddenly and to a significant degree.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower commercial markets and
more limited operating
Prospectus – Fund Summaries |
17 |
history, product lines, and managerial and financial resources than larger, more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Model and Data Risk
The success of the sub-advisor's investment strategy depends largely on the effectiveness of its quantitative research models
and investment programs. Models and data are used to screen potential investments for the Fund. When models or data prove to be incorrect or incomplete,
any decisions made in reliance thereon expose the Fund to potential risks. Some of the models used by the sub-advisor are
predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based
on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data. There is no assurance that the models are complete or accurate, or representative
of future market cycles, nor will they always be beneficial to the Fund if they are accurate. Additionally, programs may become
outdated or experience malfunctions which may not be identified by the sub-advisor and therefore may also result in losses
to the Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy
of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction).
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
When the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance
and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more
volatile, and may perform differently, than the broader market. As the Fund's portfolio changes over time, the Fund's exposure
to a particular sector may become higher or lower.
Information Technology Sector Risk. The market prices of information technology-related securities tend to exhibit a greater degree of market risk and sharp price fluctuations than other types of securities. These securities may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices
may decline. The Fund's investments in value stocks seek to limit potential downside price risk over time; however, value
stock prices still may decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this
potentially lower risk. The Fund's investment in value stocks could cause the Fund to underperform funds that use a growth
or non-value approach to investing or have a broader investment style.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Calendar year total returns for Investor Class Shares. Year Ended 12/31 |
|
|
Highest Quarterly Return:
Lowest Quarterly Return:
|
The calendar year-to-date total return as of September 30, 2019 was 10.26% |
|
18 |
Prospectus – Fund Summaries |
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
03/22/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(9.85 |
%) |
2.71 |
% |
Returns After Taxes on Distributions |
|
|
(11.05 |
%) |
1.74 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
(5.32 |
%) |
1.96 |
% |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
Y |
03/22/2017 |
|
(9.65 |
%) |
2.99 |
% |
Institutional |
03/22/2017 |
|
(9.56 |
%) |
3.10 |
% |
|
|
1 Year |
Since Inception |
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
S&P 500 Value Index |
|
|
(8.95 |
%) |
1.32 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is Alpha Quant Advisors, LLC.
Portfolio Managers
Alpha Quant Advisors, LLC
|
Massimo Santicchia
|
Katherine Gallagher
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's NAV per share next calculated after your order is received in proper form.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Prospectus – Fund Summaries |
19 |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
20 |
Prospectus – Fund Summaries |
American Beacon
|
|
Investment Objective
The Fund's investment objective is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 37 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
|||
Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
|||
Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 0.89% for the Y Class, 0.79% for the Institutional Class, and 1.17% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that this Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 92 |
$ 323 |
$ 574 |
$ 1,290 |
Institutional |
$ 82 |
$ 296 |
$ 529 |
$ 1,196 |
Investor |
$ 120 |
$ 669 |
$ 1,245 |
$ 2,810 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 54% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, at least 80% of the Fund's net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities. The Fund will invest primarily in U.S. common stocks. The Fund seeks to achieve its investment objective by investing primarily in the common stock of companies that the Fund's investment sub-advisor, Shapiro Capital Management LLC ("Shapiro"), believes are priced below intrinsic value. Shapiro defines intrinsic value as the price at which a strategic or financial buyer would be willing to buy the entire company. Shapiro uses several different metrics to arrive at intrinsic value including, but not limited to, price to cash flow, price to sales and free cash flow yield. The Fund may invest in companies of all market capitalizations.
Shapiro seeks to achieve the Fund's investment objective by implementing a research intensive fundamental process to select a focused portfolio of approximately 20 – 35 common stocks. Shapiro uses this investment approach to identify companies with substantial operations, a high return on invested assets, products or services with a minimized chance of obsolescence and franchise-like characteristics with significant barriers to entry, and sound management with equity interest in the company.
Prospectus – Fund Summaries |
21 |
The Fund may also invest cash balances in other investment companies, including money market funds managed by the Manager, and may purchase and sell futures contracts on stock indices to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs.
The Fund may seek to earn additional income by lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis.
The Fund is non-diversified, which means that it is not limited to a percentage of assets that it may invest in any one issuer and may focus its investments in fewer issuers than a fund with a diversified portfolio.
Principal Risks
There is no assurance that the Fund will achieve its investment objective and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Focused Holdings Risk
Because the Fund may have a focused portfolio, the increase or decrease of the value of a single investment may have a greater
impact on the Fund's net asset value ("NAV") and total return when compared to other funds.
Futures Contracts Risk
Futures contracts are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed
amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund
to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives.
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their
underlying instruments or indexes. There can be no assurance that any strategy used will succeed. There also can be no assurance
that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold
and this may result in the inability to close a futures contract when desired. Futures contracts may experience potentially
dramatic price changes, which will increase the volatility of the Fund and may involve a small investment of cash (the amount
of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the
price of the futures contract).
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not
specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in
the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated
with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China,
and the possibility of changes to some international trade agreements, could affect the economies of many nations, including
the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic
conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political
and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy, perhaps suddenly and to a significant degree.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
22 |
Prospectus – Fund Summaries |
Non-Diversification Risk
The Fund is non-diversified, which means it may focus its investments in the securities of a comparatively small number of
issuers. Investments in securities of a limited number of issuers exposes the Fund to greater market risk, price volatility
and potential losses than if assets were diversified among the securities of a greater number of issuers.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Small Capitalization Companies Risk
Investing in the securities of small-capitalization companies involves greater risk and the possibility of greater price
volatility than investing in larger capitalization and more established companies. Since small-capitalization companies may
have narrower commercial markets, and more limited operating history, product lines, and managerial and financial resources
than larger, more established companies, the securities of these companies may lack sufficient market liquidity and they can
be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices
may decline. The Fund's investments in value stocks seek to limit potential downside price risk over time; however, value
stock prices still may decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this
potentially lower risk. The Fund's investment in value stocks could cause the Fund to underperform funds that use a growth
or non-value approach to investing or have a broader investment style.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
09/12/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(9.70 |
%) |
(2.27 |
%) |
Returns After Taxes on Distributions |
|
|
(10.60 |
%) |
(3.05 |
%) |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
(5.56 |
%) |
(1.96 |
%) |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
Y |
09/12/2017 |
|
(9.32 |
%) |
(1.89 |
%) |
Institutional |
09/12/2017 |
|
(9.32 |
%) |
(1.89 |
%) |
Prospectus – Fund Summaries |
23 |
|
|
1 Year |
Since Inception |
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
Russell 3000 Index |
|
|
(5.24 |
%) |
1.64 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is Shapiro Capital Management LLC.
Portfolio Managers
Shapiro Capital Management LLC |
Samuel R. Shapiro
Louis S. Shapiro
|
Harry B. Shapiro
Michael A. McCarthy
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's NAV per share next calculated after your order is received in proper form.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
24 |
Prospectus – Fund Summaries |
American Beacon
|
|
Investment Objective
The Fund's investment objective is long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 37 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
|||
Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
|||
Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
2 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 0.99% for the Y Class, 0.89% for the Institutional Class, and 1.27% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that this Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 102 |
$ 714 |
$ 1,352 |
$ 3,069 |
Institutional |
$ 92 |
$ 698 |
$ 1,331 |
$ 3,035 |
Investor |
$ 130 |
$ 944 |
$ 1,777 |
$ 3,940 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 56% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, at least 80% of the Fund's net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small- and mid-capitalization companies. The Fund considers a company to be a small- to mid-capitalization company if it has a market capitalization (stock market worth), at the time of investment, between $1 billion and the market capitalization of the largest company in the Russell 2500® Index, which was $17.2 Billion as of August 31, 2019.
The Fund will invest primarily in U.S. common stocks. Although the Fund will invest principally in small- and mid-capitalization companies, the Fund may invest in companies of all market capitalizations, including large-capitalization companies.
The Fund's investment sub-advisor, Shapiro Capital Management LLC ("Shapiro"), seeks to achieve the Fund's investment objective by implementing an intensive fundamental research process to select a focused portfolio of approximately 20 – 35 stocks. Shapiro uses this investment approach to identify companies with substantial operations, a high return on invested assets, products or services with a minimized chance of obsolescence and franchise-like characteristics with significant barriers to entry, and sound management with equity interest in the company. The Fund may have significant exposure to the
Prospectus – Fund Summaries |
25 |
Materials sector. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to the Materials sector may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
The Fund may invest cash balances in other investment companies, including money market funds managed by the Manager, and may purchase and sell futures contracts on stock indices to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs.
The Fund may seek to earn additional income by lending its securities to certain qualified broker-dealers and institutions on a short-term or long-term basis.
The Fund is non-diversified, which means that it is not limited to a percentage of assets that it may invest in any one issuer and may focus its investments in fewer issuers than a fund with a diversified portfolio.
Principal Risks
There is no assurance that the Fund will achieve its investment objective and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Focused Holdings Risk
Because the Fund may have a focused portfolio, the increase or decrease of the value of a single investment may have a greater
impact on the Fund's net asset value ("NAV") and total return when compared to other funds.
Futures Contracts Risk
Futures contracts are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed
amount of securities or other underlying assets at an agreed date. The use of such derivative instruments may expose the Fund
to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives.
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their
underlying instruments or indexes. There can be no assurance that any strategy used will succeed. There also can be no assurance
that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold
and this may result in the inability to close a futures contract when desired. Futures contracts may experience potentially
dramatic price changes, which will increase the volatility of the Fund and may involve a small investment of cash (the amount
of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the
price of the futures contract).
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not
specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in
the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated
with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China,
and the possibility of changes to some international trade agreements, could affect the economies of many nations, including
the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic
conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political
and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy, perhaps suddenly and to a significant degree.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger
26 |
Prospectus – Fund Summaries |
capitalization and more established companies. Since mid-capitalization companies may have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Non-Diversification Risk
The Fund is non-diversified, which means it may focus its investments in the securities of a comparatively small number of
issuers. Investments in securities of a limited number of issuers exposes the Fund to greater market risk, price volatility
and potential losses than if assets were diversified among the securities of a greater number of issuers.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
When the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance
and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more
volatile, and may perform differently, than the broader market. As the Fund's portfolio changes over time, the Fund's exposure
to a particular sector may become higher or lower.
Materials Sector Risk. Companies in the materials sector may be affected by commodity production and prices, consumer preferences, interest rates, exchange rates, product cycles, marketing, import controls, increased competition and resource depletion, among other factors. The materials sector may also be affected by economic cycles, technical progress, labor relations, environmental policies and government regulations.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Small Capitalization Companies Risk
Investing in the securities of small-capitalization companies involves greater risk and the possibility of greater price
volatility than investing in larger capitalization and more established companies. Since small-capitalization companies may
have narrower commercial markets, and more limited operating history, product lines, and managerial and financial resources
than larger, more established companies, the securities of these companies may lack sufficient market liquidity and they can
be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices
may decline. The Fund's investments in value stocks seek to limit potential downside price risk over time; however, value
stock prices still may decline substantially. In addition, the Fund may produce more modest gains as a trade-off for this
potentially lower risk. The Fund's investment in value stocks could cause the Fund to underperform funds that use a growth
or non-value approach to investing or have a broader investment style.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Calendar year total returns for Investor Class Shares. Year Ended 12/31 |
|
|
Highest Quarterly Return:
Lowest Quarterly Return:
|
The calendar year-to-date total return as of September 30, 2019 was 16.28% |
|
Prospectus – Fund Summaries |
27 |
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
09/12/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(16.78 |
%) |
(7.72 |
%) |
Returns After Taxes on Distributions |
|
|
(19.41 |
%) |
(9.97 |
%) |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
(9.71 |
%) |
(6.69 |
%) |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
Y |
09/12/2017 |
|
(16.58 |
%) |
(7.49 |
%) |
Institutional |
09/12/2017 |
|
(16.56 |
%) |
(7.41 |
%) |
|
|
1 Year |
Since Inception |
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
Russell 2500 Index |
|
|
(10.00 |
%) |
(1.70 |
%) |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is Shapiro Capital Management LLC.
Portfolio Managers
Shapiro Capital Management LLC |
Samuel R. Shapiro
Louis S. Shapiro
|
Harry B. Shapiro
Michael A. McCarthy
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's NAV per share next calculated after your order is received in proper form.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
28 |
Prospectus – Fund Summaries |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
Additional Information About the Funds
To help you better understand the Funds, this section provides a detailed discussion of the Funds' investment policies, their principal strategies and principal risks and performance benchmarks; however, this Prospectus does not describe all of a Fund's investment practices. Capitalized terms that are not otherwise defined are defined in Appendix A. For additional information, please see the Funds' SAI, which is available at www.americanbeaconfunds.com or by contacting us via telephone at 1-800-658-5811, by U.S. mail at P.O. Box 219643, Kansas City, MO 64121-9643, or by e-mail at americanbeaconfunds@ambeacon.com.
Additional Information About Investment Policies and Strategies
Investment Objectives
The American Beacon Alpha Quant Core Fund's investment objective is long-term capital appreciation.
The American Beacon Alpha Quant Dividend Fund's investment objective is long-term capital appreciation, with a secondary objective of current income.
The American Beacon Alpha Quant Quality Fund's investment objective is long-term capital appreciation.
The American Beacon Alpha Quant Value Fund's investment objective is long-term capital appreciation.
The American Beacon Shapiro Equity Opportunities Fund's investment objective is long-term capital appreciation.
The American Beacon Shapiro SMID Cap Equity Fund's investment objective is long-term capital appreciation.
Each Fund's investment objective is ‘‘non-fundamental,'' which means that it may be changed by the Funds' Board without the approval of Fund shareholders.
80% Investment Policies
The American Beacon Alpha Quant Dividend Fund has a non-fundamental policy to invest under normal circumstances at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in dividend-paying securities.
The American Beacon Shapiro Equity Opportunities Fund has a non-fundamental policy to invest under normal circumstances at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities.
The American Beacon Shapiro SMID Cap Equity Fund has a non-fundamental policy to invest under normal circumstances at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of small- and mid-capitalization companies.
If a Fund changes its 80% investment policy, a notice will be sent to shareholders at least 60 days in advance of the change and this prospectus will be supplemented.
Temporary Defensive Policy
Each Fund may depart from its principal investment strategy by taking temporary defensive positions in response to adverse market, economic, political or other conditions. During these times, a Fund may not achieve its investment objective.
Additional Information About the Management of the Funds
The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager may allocate the assets of each Fund among different sub-advisors. The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Funds. The Manager:
develops overall investment strategies for each Fund,
selects and changes the sub-advisor,
allocates assets to the sub-advisor,
monitors and evaluates the sub-advisor's investment performance,
monitors the sub-advisor's compliance with each Fund's investment objectives, policies and restrictions,
oversees each Fund's securities lending activities and actions taken by the securities lending agent to the extent applicable,
directs the investments or the portion of Fund assets that the sub-advisor determines should be allocated to short-term investments.
Each Fund's assets are currently allocated by the Manager to one respective sub-advisor. Each sub-advisor has full discretion to purchase and sell securities for its segment of the Funds' assets in accordance with the Funds' objectives, policies, restrictions and more specific strategies provided by the Manager. The Manager oversees the sub-advisors but does not reassess individual security selections made by the sub-advisors for the Funds.
Although the Manager has no current intention to do so, a Fund's assets may be allocated among one or more additional sub-advisors in the future by the Manager. The Funds operate in a manager of managers structure. The Funds and the Manager have received an exemptive order from the SEC that permits the Funds, subject to certain conditions and approval by the Board, to hire and replace sub-advisors that are unaffiliated with the Manager without approval of the shareholders. In the future, the Funds and the Manager may rely on an SEC staff no-action letter, dated July 9, 2019, that would permit the Funds to expand their exemptive relief to hire and replace sub-advisors that are affiliated and unaffiliated with the Manager without shareholder approval, subject to approval by the Board and certain other conditions. The Manager has ultimate responsibility, subject to oversight by the Board, to oversee sub-advisors and recommend their hiring, termination and replacement. The Funds' current SEC order also exempts the Funds from disclosing the advisory fees paid by the Funds to individual sub-advisors that are unaffiliated with the Manager in various documents filed with the SEC and provided to shareholders, and, in the future, the Funds may rely on the SEC staff no-action letter to expand their exemptive relief to individual sub-advisors that are affiliated with the Manager.
Prospectus – Additional Information About the Funds |
29 |
Instead, the fees payable to sub-advisors unaffiliated with or partially-owned by the Manager or its parent company would be aggregated, and fees payable to sub-advisors that are wholly-owned by the Manager or its parent company, if any, would be aggregated with fees payable to the Manager. Whenever a sub-advisor change is proposed in reliance on the order, in order for the change to be implemented, the Board, including a majority of its "non-interested" trustees, must approve the change. In addition, the Funds are required to provide shareholders with certain information regarding any new sub-advisor within 90 days of the hiring of any new sub-advisor.
Additional Information About Investments
This section provides more detailed information regarding certain of the Fund's principal investment strategies as well as information regarding the Fund's strategy with respect to investment of cash balances.
Cash Management Investments
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 or a sub-advisor, and in futures contracts. If a Fund invests in money market funds, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders will bear their proportionate share of the expenses, including, for example, advisory and administrative fees of the money market funds in which a Fund invests, such as advisory fees charged by the Manager to any applicable money market funds advised by the Manager, in addition to the fees and expenses Fund shareholders directly bear in connection with a Fund's own operations. Shareholders also would be exposed to the risks associated with money market funds and the portfolio investments of such money market funds, including the risk that a money market fund's yield will be lower than the return that a Fund would have derived from other investments that provide liquidity.
To gain market exposure on cash balances held in anticipation of liquidity needs or reduce market exposure in anticipation of liquidity needs, a Fund also may purchase and sell non-commodity based futures contracts on a daily basis that relate to securities in which they may invest directly and indices comprised of such securities.
A futures contract is a contract to purchase or sell a particular security, or the cash value of an index, at a specified future date at a price agreed upon when the contract is made. Under such contracts, no delivery of the actual securities is required. Rather, upon the expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of a security or index at expiration, net of the variation margin that was previously paid. As cash balances are invested in securities, a Fund may invest simultaneously those balances in futures contracts until the cash balances are delivered to settle the securities transactions. This exposes a Fund to the market risks associated with the underlying securities and indices. Because a Fund will have market exposure simultaneously in both the invested securities and futures contracts, a Fund may have more than 100% of its assets exposed to the markets. This can magnify gains and losses in a Fund. A Fund also may have to sell assets at inopportune times to satisfy its settlement or collateral obligations. The risks associated with the use of futures contracts also include that there may be an imperfect correlation between the changes in market value of the securities held by a Fund and the prices of futures contracts or the movement in the prices of futures contracts and the value of their underlying investment or indices and that there may not be a liquid secondary market for a futures contract.
Derivative Investments
Derivatives are financial instruments that have a value that depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies.
Futures Contracts. A futures contract is a contract to purchase or sell a particular security, or the cash value of an index, at a specified future date at a price agreed upon when the contract is made. Under such contracts, no delivery of the actual securities is required. Rather, upon the expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of a security or index at expiration, net of the variation margin that was previously paid. A Fund may, from time to time, use futures positions to equitize cash and expose its portfolio to changes in securities prices or index prices. This can magnify gains and losses in the Fund. A Fund also may have to sell assets at inopportune times to satisfy its settlement or collateral obligations. The risks associated with the use of futures contracts also include that there may be an imperfect correlation between the changes in market value of the securities held by a Fund and the prices of futures contracts and that there may not be a liquid secondary market for a futures contract.
Equity Investments
Equity securities are subject to investment risk and market risk. A Fund's investments in equity securities may include common stocks and REITs. Such investments may expose a Fund to additional risks.
Common Stock. Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. Common stock may be traded via an exchange or over-the-counter. Over the counter stock may be less liquid than exchange-traded stock.
REITS. REITs are pooled investment vehicles that own, and usually operate, income producing real estate or invest in mortgages on real estate. REITs typically are subject to management fees and other expenses that are separate from those of a Fund. REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increase in property taxes, operating expenses, rising interest rates or overbuilding, zoning changes, and losses from casualty or condemnation.
Additional Information About Risks
The greatest risk of investing in a mutual fund is that its returns will fluctuate and you could lose money. The following table identifies the risk factors of each Fund= in light of each Fund's respective principal investment strategies. These risk factors are explained following the table. The principal risks of investing in each Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in a Fund, regardless of the order in which it appears.
Risk |
Alpha Quant Core Fund |
Alpha Quant Dividend Fund |
Alpha Quant Quality Fund |
Alpha Quant Value Fund |
Shapiro Equity Opportunities Fund |
Shapiro SMID Cap Equity Fund |
Cybersecurity and Operational Risk |
X |
X |
X |
X |
X |
X |
Dividend Risk |
|
X |
|
|
|
|
Equity Investments Risk |
X |
X |
X |
X |
X |
X |
Focused Holdings Risk |
|
X |
X |
X |
X |
X |
Futures Contracts Risk |
X |
X |
X |
X |
X |
X |
30 |
Prospectus – Additional Information About the Funds |
Growth Companies Risk |
X |
|
X |
|
|
|
Investment Risk |
X |
X |
X |
X |
X |
X |
Issuer Risk |
X |
X |
X |
X |
X |
X |
Large Capitalization Companies Risk |
X |
X |
X |
X |
X |
X |
Market Risk |
X |
X |
X |
X |
X |
X |
Mid-Capitalization Companies Risk |
X |
X |
X |
X |
X |
X |
Model and Data Risk |
X |
X |
X |
X |
|
|
Non-Diversification Risk |
|
|
|
|
X |
X |
Other Investment Companies Risk |
X |
X |
X |
X |
X |
X |
Sector Risk |
X |
|
X |
X |
|
X |
Securities Lending Risk |
X |
X |
X |
X |
X |
X |
Securities Selection Risk |
X |
X |
X |
X |
X |
X |
Small-Capitalization Companies Risk |
|
|
|
|
X |
X |
Value Stocks Risk |
X |
X |
X |
X |
X |
X |
Cybersecurity and Operational Risk
A Fund, its service providers, and third-party fund distribution platforms, and shareholders' ability to transact with a Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause a Fund or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being unable to access electronic systems (also known as "denial of services"), loss or theft of proprietary information or corporate data, interference with a Fund's ability to calculate its NAV, impediments to trading, physical damage to a computer or network system, or remediation costs associated with system repairs.
The occurrence of any of these problems could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material adverse effect on a Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations in such plans and systems, and it is not possible for the Manager, Fund service providers, or third-party fund distribution platforms to identify all of the operational risks that may affect a Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Most issuers in which a Fund invests are heavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which a Fund invests, leading to significant loss of value.
Dividend Risk
A Fund's focus on dividend-paying stocks could cause a Fund to underperform funds that invest without consideration of a company's track record of paying dividends. An issuer of stock held by a Fund may choose not to declare a dividend or the dividend rate might not remain at current levels. Dividend paying stocks might not experience the same level of earnings growth or capital appreciation as non-dividend paying stocks. In addition, stocks of companies with a history of paying dividends may not participate in a broad market advance to the same degree as most other stocks, and a sharp rise in interest rates or an economic downturn could cause a company to unexpectedly reduce or eliminate its dividend. Securities that pay dividends may be sensitive to changes in interest rates, and as interest rates rise, the prices of such securities may fall. At times, a Fund may not be able to identify dividend-paying stocks that are attractive investments. The income received by a Fund will also fluctuate due to the amount of dividends that companies elect to pay.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. A Fund may invest in the following equity securities, which may expose a Fund to the following additional risks:
Common Stocks Risk. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, exchange rates or industry regulation. Companies that pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
REITs Risk. REITs or other real estate-related securities are subject to the risks associated with direct ownership of real estate, including, among other risks: adverse developments affecting the real estate industry; declines in the value of real estate; changes in interest rates; risks related to general and local economic conditions; defaults by mortgagors or other borrowers and tenants; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; casualty or condemnation losses; and governmental actions, such as changes to tax laws, zoning regulations or environmental regulations. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and net capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate they own, e.g., apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs. All REITs are dependent on management skills, are subject to heavy cash flow dependency or self-liquidation and generally are not diversified. Equity REITs are affected by the changes in the value of the properties owned by the trust. Mortgage REITs are affected by the quality of the credit extended. Equity, mortgage and hybrid REITs may not be diversified with regard to the types of tenants, may not be diversified with regard to the geographic locations of the properties, and are subject to cash flow dependency and defaults by borrowers, and any REIT could fail to qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code, or to maintain its exemption from registration under the Investment Company Act. REITs typically incur fees that are separate from those incurred by a Fund. Accordingly, a Fund's investment in REITs will result in the layering of expenses
Prospectus – Additional Information About the Funds |
31 |
such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to indirectly paying Fund expenses. The value of REIT common stock may decline when interest rates rise.
Focused Holdings Risk
Because a Fund may have a focused portfolio, the increase or decrease of the value of a single stock may have a greater impact on a Fund's NAV and total return when compared to other funds. Although a focused portfolio has the potential to generate attractive returns over time, it also may increase a Fund's volatility.
Futures Contracts Risk
There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or index. Futures contracts may experience dramatic price changes (losses) and imperfect correlations between the price of the contract and the underlying security, index or currency, which may increase the volatility of a Fund. Futures contracts may involve a small investment of cash (the amount of initial and variation margin) relative to the magnitude of the risk assumed (the potential increase or decrease in the price of the futures contract). There can be no assurance that, at all times, a liquid market will exist for offsetting a futures contract that a Fund has previously bought or sold and this may result in the inability to close a futures contract when desired. When a Fund purchases or sells a futures contract, it is subject to daily variation margin calls that could be substantial. If a Fund has insufficient cash to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous.
Growth Companies Risk
Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices of these stocks may decline, even if earnings showed an absolute increase. A Fund's investments in growth companies may be more sensitive to company earnings and more volatile than the market in general primarily because their stock prices are based heavily on future expectations. If the sub-advisor's assessment of the prospects for a company's growth is incorrect, then the price of the company's stock may fall or not approach the value that the subadvisor has placed on it. Growth company stocks may lack the dividend yield that can cushion stock price declines in market downturns. Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. A Fund's growth style could cause it to underperform funds that use a value or non-growth approach to investing or have a broader investment style.
Investment Risk
An investment in a Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. A Fund should not be relied upon as a complete investment program. The share price of a Fund fluctuates, which means that when you sell your shares of a Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in a Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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. When the issuer of a security implements strategic initiatives, including mergers, acquisitions and dispositions, there is the risk that the market response to such initiatives will cause the share price of the issuer's securities to fall.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities, such as changes in technology and consumer tastes. Large market capitalization companies may be unable to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Market Risk
Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in certain instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In some cases, traditional market participants have been less willing to make a market in some types of debt instruments, which has affected the liquidity of those instruments. During times of market turmoil, investors tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise and the yields to decline. Reduced liquidity in fixed income and credit markets may negatively affect many issuers worldwide. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. A rise in protectionist trade policies, slowing global economic growth, risks associated with the United Kingdom's vote to leave the EU, the risk of a trade dispute between the United States and China, and the possibility of changes to some international trade agreements, could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the present time.
In response to the financial crisis, the U.S. and other governments, the Federal Reserve, and certain foreign central banks have taken steps to support financial markets. In some countries where economic conditions are recovering, they are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the crisis, or investor perception that such efforts are not succeeding, could adversely impact the value and liquidity of certain securities. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations, including changes in tax laws. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be fully known for some time. Regulatory changes are causing some financial services companies to exit long-standing lines of business, resulting in dislocations for other market participants.
In addition, political and governmental events within the U.S. and abroad, such as the U.S. government's inability at times to agree on a long-term budget and deficit reduction plan, the threat of a federal government shutdown and threats not to increase the federal government's debt limit, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The U.S. government has reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. Markets may react strongly to expectations about the changes in these policies, which could increase volatility, especially if the market's expectations for changes in government policies are not borne out.
Changes in market conditions will not have the same impact on all types of securities. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact of a significant rate increase on various markets. For example, because investors may buy securities or other investments with borrowed money, a significant increase in interest rates may cause a decline in the markets for
32 |
Prospectus – Additional Information About the Funds |
those investments. Regulators have expressed concern that rate increases may cause investors to sell fixed income securities faster than the market can absorb them, contributing to price volatility. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country's economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
The precise timing and the resulting impact of the United Kingdom's departure from the EU, commonly referred to as "Brexit," are not yet known. The effect on the United Kingdom's economy will likely depend on the nature of trade relations with the EU and other major economies following its exit, which are matters to be negotiated. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies, as well as the broader global economy for some time, which could significantly adversely affect the value of a Fund's investments in the United Kingdom and Europe.
Mid-Capitalization Companies Risk
Investments in mid-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger, more established companies. Mid-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance can be more volatile and they may face greater risk of business failure, which could increase the volatility of a Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, mid-capitalization companies may have less market liquidity than large capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings.
Model and Data Risk
The success of the sub-advisor's investment strategy depends largely on the effectiveness of its research models for screening assets for investment. Models and data are used to screen potential investments for a Fund. When models or data prove to be incorrect or incomplete, any decisions made in reliance thereon expose a Fund to potential risks. Securities selected using models or data 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 value. Some of the models used by an applicable sub-advisor are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. Data for some companies may be less available and/or less current than data for other companies. In addition, factors that affect a security's value can change over time and these changes may not be reflected in the quantitative model. There can be no assurance that the models are complete, accurate, or representative of future market cycles, nor that they will always be beneficial to a Fund if they are accurate. Additionally, programs may become outdated or experience malfunctions which may not be identified by a sub-advisor and therefore may also result in losses to a Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction). Assets selected using models and programs can react differently to issuer, political, market, and economic developments than the market as a whole or as compared to securities selected using only fundamental analysis, which could adversely affect value. Factors that affect an asset's value can change over time and these changes may not be reflected in the quantitative model. The data used to build the model is extremely complex and involves financial, economic, econometric and statistical theories which are then translated into computer code to create the applicable program. Human judgment plays a role in building, utilizing, testing and modifying the financial algorithms and formulas used in these models. Additionally, the data, which is typically supplied by third parties, can be imprecise or become stale due to new events or changing circumstances. Market performance can be affected by non-quantitative factors (for example, investor fear, over-reaction or other emotional considerations) that are not easily integrated into modeling programs. There may also be errors in the code for the models or issues relating to the computer systems used to screen securities. A sub-advisor's security selection can be adversely affected if it relies on erroneous or outdated data, and there is a risk that the finished model may contain errors; one or more of which could adversely affect a Fund's performance.
Non-Diversification Risk
When a Fund is non-diversified, it may invest a high percentage of its assets in a limited number of issuers. When a Fund invests in a relatively small number of issuers, it may be more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Some of those issuers also may present substantial credit or other risks. When a Fund is non-diversified, its NAV and total return may also fluctuate more or be subject to declines in weaker markets than a diversified mutual fund. Investments in securities of a limited number of issuers exposes the Fund to greater market risk, price volatility and potential losses than if assets were diversified among the securities of a greater number of issuers.
Other Investment Companies Risk
To the extent that a Fund invests in shares of other registered investment companies, a Fund will indirectly bear the fees and expenses, including, for example, advisory and administrative fees, charged by those investment companies in addition to a Fund's direct fees and expenses. A Fund must rely on the investment company in which it invests to achieve its investment objective. If the investment company fails to achieve its investment objective, the value of a Fund's investment may decline, adversely affecting a Fund's performance. To the extent a Fund invests in other investment companies that invest in equity securities, fixed income securities and/or foreign securities, or that track an index, a Fund is subject to the risks associated with the underlying investments held by the investment company or the index fluctuations to which the investment company is subject. A Fund will be subject to the risks associated with investments in those companies, including but not limited to the following:
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
Sector risk is the risk associated with a Fund holding a significant amount of investments in similar businesses, which would be similarly affected by particular economic or market events that may, in certain circumstances, cause the value of the equity and debt securities of companies in a particular sector of the market to change. To the extent a Fund has substantial holdings within a particular sector, the risks to a Fund associated with that sector increase. In addition, when a Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance and could fluctuate more widely than if a Fund were invested more evenly across sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The businesses that constitute a sector may all react the same way to economic, political or regulatory events. A Fund's performance could also be affected if the sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors may adversely affect performance.
Information Technology Sector Risk. The market prices of information technology-related securities tend to exhibit a greater degree of market risk and sharp price fluctuations than other types of securities. These securities may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices. Information technology securities also may be adversely affected by changes in technology, consumer and business purchasing patterns, government regulation and/or obsolete products or services. In addition, a rising interest rate environment tends to negatively affect information technology companies because companies with high market valuations may appear less attractive to investors, which may cause sharp
Prospectus – Additional Information About the Funds |
33 |
decreases in their market prices. Further, those information technology companies seeking to finance expansion would have increased borrowing costs, which may negatively impact earnings.
Materials Sector Risk. Companies in the materials sector may be affected by commodity production and prices, consumer preferences, interest rates, exchange rates, product cycles, marketing, import controls, increased competition and resource depletion, among other factors. The materials sector may also be affected by economic cycles, technical progress, labor relations, environmental policies and government regulations. Companies in this sector may also be sensitive to supply and demand fluctuation. In addition, these companies may be subject to the risk of liability for environmental damage and product liability claims.
Securities Lending Risk
A Fund may lend its portfolio securities to brokers, dealers and financial institutions to seek income. There is a risk that a borrower may default on its obligations to return loaned securities; however, a Fund's securities lending agent may indemnify a Fund against that risk. There is a risk that the assets of a Fund's securities lending agent may be insufficient to satisfy any contractual indemnification requirements to a Fund. Borrowers of a Fund's securities may provide collateral in the form of cash that is reinvested in securities. A Fund will be responsible for the risks associated with the investment of cash collateral, including any collateral invested in an affiliated money market fund. A Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations to the borrower. In addition, delays may occur in the recovery of securities from borrowers, which could interfere with a Fund's ability to vote proxies or to settle transactions and there is the risk of possible loss of rights in the collateral should the borrower fail financially. In any case in which the loaned securities are not returned to a Fund before an ex-dividend date, the payment in lieu of the dividend that a Fund receives from the securities' borrower would not be treated as a dividend for federal income tax purposes and thus would not qualify for treatment as "qualified dividend income" (as described under "Distributions and Taxes – Taxes" below).
Securities Selection Risk
Securities selected by a sub-advisor for a Fund may decline substantially in value or may not perform to expectations. The portfolio managers' judgments about the attractiveness, value and anticipated price movements of a particular asset class or individual security may be incorrect, and there is no guarantee that individual securities will perform as anticipated. The value of an individual security can be more or less volatile than the market as a whole or a Fund's relative value approach may fail to produce the intended results. The portfolio managers' assessment of relative value may be wrong or even if the assessment of relative value is correct, it may take a long period of time before the price and intrinsic value converge. This could result in a Fund's underperformance compared to other funds with similar investment objectives.
The prices of the instruments to be traded by a Fund have been subject to periods of excessive volatility in the past and such periods can be expected to recur. Price movements are influenced by many unpredictable factors, such as market sentiment, significant changes in inflation rates, interest rates, commodities, credit spreads, currencies and general economic and political conditions. Volatility can disrupt historical or theoretical pricing relationships, causing what should otherwise be comparatively low risk positions to incur losses. On the other hand, the lack of volatility can also result in losses for many of a Fund's strategies that are effectively "long" volatility. In periods of trendless and/or stagnant markets, a Fund's strategies may have materially diminished prospects for profitability. The majority of the investment strategies that are employed by a Fund rely for their profitability on market volatility contributing to the pricing inefficiencies that they are designed to identify.
Small-Capitalization Companies Risk
Investments in small-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger-capitalization and more established companies. Small-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance of small-capitalization companies can be more volatile and these companies may face greater risk of business failure, which could increase the volatility of a Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, small-capitalization companies may have less market liquidity than larger capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings. Generally, the smaller the company size, the greater these risks.
Value Stocks Risk
Investments in value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. This may result in the value stocks' prices remaining undervalued for extended periods of time. While a Fund's investments in value stocks seek to limit potential downside price risk over time, value stock prices still may decline substantially. In addition, a Fund may produce more modest gains as a trade-off for this potentially lower risk. A Fund's performance also may be affected adversely if value stocks become unpopular with or lose favor among investors. Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. A Fund's value style could cause it to underperform funds that use a growth or non-value approach to investing or have a broader investment style.
Additional Information About Performance Benchmarks
The annual total return of each Fund is compared to a broad-based market index. Set forth below is additional information regarding the index to which each Fund's performance is compared.
American Beacon Alpha Quant Core Fund
The Fund's performance is compared to the S&P® 500 Index.
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
American Beacon Alpha Quant Dividend Fund
The Fund's performance is compared to the S&P 500® Value Index.
The S&P 500 Value Index is an unmanaged index of common stocks publicly traded in the United States, which represents the value companies, as determined by the index sponsor, of the S&P 500 Index. The S&P 500 Value Index measures the performance of large-capitalization value stocks.
American Beacon Alpha Quant Quality Fund
The Fund's performance is compared to the S&P 500® Growth Index.
The S&P 500 Growth Index is an unmanaged index of common stocks publicly traded in the United States, which represents the growth companies, as determined by the index sponsor, of the S&P 500 Index. The S&P 500 Growth Index measures the performance of large-capitalization growth stocks.
34 |
Prospectus – Additional Information About the Funds |
American Beacon Alpha Quant Value Fund
The Fund's performance is compared to the S&P 500® Value Index.
The S&P 500 Value Index is an unmanaged index of common stocks publicly traded in the United States, which represents the value companies, as determined by the index sponsor, of the S&P 500 Index. The S&P 500 Value Index measures the performance of large-capitalization value stocks.
American Beacon Shapiro Equity Opportunities Fund
The Fund's performance is compared to the Russell 3000® Index.
The Russell 3000 Index is an unmanaged index that measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the U.S. equity market.
American Beacon Shapiro SMID Cap Equity Fund
The Fund's performance is compared to the Russell 2500® Index.
The Russell 2500 Index is an unmanaged index that measures the performance of the small to mid-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 2,500 of the smallest securities based on a combination of their market capitalization and current index membership.
Notice Regarding Index Data
"Standard & Poor's ® ," "S&P," "S&P 500," "Standard & Poor's 500" and "500" are trademarks of Standard & Poor's Financial Services LLC, an affiliate of The McGraw-Hill Companies, Inc. ("S&P") and have been licensed for use by the Funds.
The Funds are not sponsored, endorsed, sold or promoted by Standard & Poor's ® ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of beneficial interests of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the S&P 500 to track general stock market performance. S&P's only relationship to the Funds are the licensing of certain trademarks and trade names of S&P and of the S&P 500, which is determined, composed and calculated by S&P without regard to the Funds. S&P has no obligation to take the needs of the Funds or the owners of beneficial interests of the Funds into consideration in determining, composing or calculating the S&P 500. S&P is not responsible for and has not participated in the determination of the price and number of interests of the Funds or the timing of the issuance or sale of beneficial interests of the Funds, or calculation of the equation by which interests of the Funds are redeemable for cash. S&P has no obligation or liability in connection with the administration, marketing or trading of interests of the Funds. S&P does not guarantee the accuracy or the completeness of the S&P 500 or any data included therein, and S&P shall have no liability for any errors, omissions or interruptions therein. S&P makes no warranty, express or implied, as to results to be obtained by the Funds, owners of beneficial interests of the Funds or any other person or entity from the use of the S&P 500 or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500 or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.
The Russell 3000 Index and the Russell 2500 Index (each an "Index") are trademarks of Frank Russell Company ("Russell") and have been licensed for use by American Beacon Funds. The American Beacon Shapiro Equity Opportunities Fund and the American Beacon Shapiro SMID Cap Equity Fund are not in any way sponsored, endorsed, sold or promoted by Russell or the London Stock Exchange Group companies ("LSEG") (together the "Licensor Parties") and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the Index (upon which a fund is based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with a Fund. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to any fund or to its clients. The Index is calculated by Russell or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index or (b) under any obligation to advise any person of any error therein.
Fund Management
The Manager
AMERICAN BEACON ADVISORS, INC. (the "Manager") serves as the Manager and administrator of the Funds. The Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039, is an indirect wholly-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P.
The Manager was organized in 1986 to provide investment management, advisory, and administrative services. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Manager, on behalf of the Funds, has filed a notice claiming the CFTC Regulation 4.5 exclusion from registration as a commodity pool operator under the Commodity Exchange Act and the Manager is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Funds.
For the fiscal year ended June 30, 2019, each Fund identified below paid aggregate management fees to the Manager and investment advisory fees to its sub-advisor(s) as a percentage of each Fund's average daily net assets, net of waivers and recoupments of the management fees and sub-advisor fees, as follows:
As compensation for services provided by the Manager in connection with securities lending activities conducted by a Fund, the lending Fund pays 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
Prospectus – Fund Management |
35 |
when a borrower posts collateral other than cash, a fee up to 10% of such loan fees. The SEC has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.
As of the date of this Prospectus, each Fund intends to engage in securities lending activities.
A discussion of the Board's consideration and approval of the Management Agreement between the Funds and the Manager and the Investment Advisory Agreements among the Trust, on behalf of the Funds, each sub-advisor and the Manager is available in the Funds' Annual Report for the fiscal year ended June 30, 2019.
The Manager has contractually agreed to waive fees and/or reimburse expenses of the following Funds and share classes to the extent that Total Annual Fund Operating Expenses exceed a percentage of that class' average daily net assets (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses) through October 31, 2020 as follows:
The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Board has approved a policy whereby the Manager may seek repayment 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of recoupment. Please refer to the "Fund Summaries— Fees and Expenses of the Fund" section for additional information.
The Sub-Advisors
Set forth below is a brief description of each sub-advisor and the portfolio managers who are jointly and primarily responsible for the day-to-day management of the sub-advisor's allocation of a Fund. The SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Funds they manage and their compensation.
ALPHA QUANT ADVISORS, LLC (‘‘Alpha Quant''), formerly known as Crest Investment Partners, LLC, is located at 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039. On October 14, 2016 Alpha Quant became an indirect majority-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P. Prior to October 14, 2016, it was founded in September 2011 as a subsidiary of Cypress Capital Group and affiliated of Cypress Trust Co. Alpha Quant had $146.5 million in assets under management as of September 30, 2019.
Alpha Quant serves as a sub-advisor to the American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund and American Beacon Alpha Quant Value Fund (collectively, the "Alpha Quant Funds").
Alpha Quant Portfolio Managers for the Alpha Quant Funds:
Massimo Santicchia is Executive Vice President and Chief Investment Officer of Alpha Quant and a portfolio manager for the Fund. Prior to joining Alpha Quant in 2011, Mr. Santicchia was a portfolio manager for S&P Investment Advisory Services LLC.
Katherine Gallagher is Senior Portfolio Manager of Alpha Quant and a portfolio manager for the Fund. Prior to joining Alpha Quant in 2011, Ms. Gallagher was a portfolio manager for S&P Investment Advisory Services LLC.
SHAPIRO CAPITAL MANAGEMENT LLC ("Shapiro''), 3060 Peachtree Rd NW #1555, Atlanta, GA 30305, is a professional investment advisory firm founded in 1990. As of September 30, 2019, Shapiro had assets under management totaling approximately $4.5 billion. In April 2017, Shapiro became an indirect majority-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P.
Shapiro serves as a sub-advisor to the American Beacon Shapiro Equity Opportunities Fund and the American Beacon Shapiro SMID Cap Equity Fund.
Shapiro Portfolio Managers for the American Beacon Shapiro Equity Opportunities Fund and the American Beacon Shapiro SMID
Cap Equity Fund.
Samuel R. Shapiro has served as Chairman and Chief Investment Officer of the Company since 1990. He holds a BBA from the University of Georgia
and was a managing partner with Bear Stearns and Co., Inc. from September 1977 until such time as he formed Shapiro in August
1990.
Michael A. McCarthy has served as Director of Research of the Company since 1990, and is a Chartered Financial Analyst. From 1985 until joining
Shapiro in August 1990, he was a portfolio manager at Heilweil, Hollander & Jacobs in Atlanta. In 1987, he was appointed head portfolio
manager at Heilweil, Hollander & Jacobs, where he was in charge of managing approximately $125 million. Mr. McCarthy has a BS in Chemical Engineering
from the New Jersey Institute of Technology and a MS in Management from the Georgia Institute of Technology.
Louis S. Shapiro has served as President and Chief Financial Officer of the Company since 1992. He holds an ABJ from the University of Georgia
and was employed by Habif, Arogeti and Wynne, PC, a Public Accounting firm from June 1990 through April 1992. Prior to his employment
as an accountant, he was a stockbroker for Kidder Peabody in Atlanta.
Harry B. Shapiro has served as the firm's Research Analyst since 2005. He holds a BBA in International Business from the University of Georgia.
Prior to joining the firm, Harry Shapiro spent 15 years in the investment business at Deutsche Bank Alex Brown from 2002 to 2005, Lehman
Brothers from 2001 to
36 |
Prospectus – Fund Management |
2002, Bear Stearns from 1995 to 2001 and Merrill Lynch from 1990 to 1995. His responsibilities included advising institutional and high net worth clients on various issues regarding equity and fixed income portfolio management.
Valuation of Shares
The price of each Fund's shares is based on its NAV. Each Fund's NAV per share is computed by adding total assets, subtracting all of the Fund's liabilities, and dividing the result by the total number of shares outstanding.
The NAV per share of each class of a Fund's shares is determined based on a pro rata allocation of a Fund's investment income, expenses and total capital gains and losses. A Fund's NAV per share is determined each business day as of the regular close of trading on the New York Stock Exchange (‘‘NYSE''), which is typically 4:00 p.m. Eastern Time. However, if trading on the NYSE closes at a time other than 4:00 p.m. Eastern Time, a Fund's NAV per share typically would still be determined as of the regular close of trading on the NYSE. The Funds do not price their shares on days that the NYSE is closed. Foreign exchanges may permit trading in foreign securities on days when a Fund is not open for business, which may result in the value of a Fund's portfolio investments being affected at a time when you are unable to buy or sell shares.
Equity securities and certain derivative instruments that are traded on an exchange are valued based on market value. Certain derivative instruments (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. The price of debt securities generally is determined using pricing services or quotes obtained from broker/dealers who may consider a number of inputs and factors, such as comparable characteristics, yield curve, credit spreads, estimated default rates, coupon rates, underlying collateral and estimated cash flow. Investments in other mutual funds are valued at the closing NAV per share of the mutual funds on the day of valuation. Equity securities, including shares of closed-end funds and ETFs, are valued at the last sale price or official closing price.
The valuation of securities traded on foreign markets and certain fixed income securities will generally be based on prices determined as of the earlier closing time of the markets on which they primarily trade, unless a significant event has occurred. When a Fund holds securities or other assets that are denominated in a foreign currency, a Fund will normally use the currency exchange rates as of 4:00 p.m. Eastern Time.
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when: (i) trading for a security is restricted or stopped; (ii) a security's trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security's true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by a Fund occurs after the close of a related exchange but before the determination of a Fund's NAV per share, fair value pricing may be used on the affected security or securities. Securities of small capitalization companies are also more likely to require a fair value determination using these procedures because they are more thinly traded and less liquid than the securities of larger capitalization companies. The Funds may fair value securities as a result of significant events occurring after the close of the foreign markets in which a Fund invests. In addition, the Funds may invest in illiquid securities requiring these procedures.
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Funds' fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Funds' fair valuation procedures. You may view a Fund's most recent NAV per share at www.americanbeaconfunds.com by clicking on ‘‘Quick Links'' and then ‘‘Daily NAVs.''
About Your Investment
Choosing Your Share Class
Each Fund offers various classes of shares. Each share class of a Fund represents an investment in the same portfolio of securities for that Fund, but each class has its own expense structure and combination of purchase restrictions and ongoing fees, allowing you to choose the class that best fits your situation.
Factors you should consider when choosing a class of shares include:
How long you expect to own the shares;
How much you intend to invest;
Total expenses associated with owning shares of each class;
Whether you plan to take any distributions in the near future; and
Availability of share classes.
Each investor's financial considerations are different. You should speak with your financial adviser to help you decide which share class is best for you.
Purchase and Redemption of Shares
Eligibility
The Y Class, Institutional Class, and Investor Class shares offered in this Prospectus are available to eligible investors who meet the minimum initial investment. American Beacon Funds do not accept accounts registered to foreign individuals or entities, including foreign correspondent accounts. The Funds do not conduct operations and are not offered for purchase outside of the United States.
Subject to your eligibility, you may invest in a Fund directly or through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans.
If you invest directly with a Fund, the fees and policies with respect to a Fund's shares that are outlined in this Prospectus are set by each Fund. The Manager and the Funds are not responsible for determining the suitability of the Funds or a share class for any investor.
If you invest through a financial intermediary, most of the information you will need for managing your investment will come from your financial intermediary. This includes information on how to buy, sell and exchange shares of a Fund. If you establish an account through a financial intermediary, the investment minimums described in this section may not apply. Investors investing in a Fund through a financial intermediary should consult with their financial intermediary to ensure they obtain all information regarding the differences between available share classes. Your broker-dealer or financial intermediary also may charge fees that are in addition to those described in this Prospectus. Please contact your intermediary for information regarding investment minimums, how to purchase and redeem shares and applicable fees.
Prospectus – About Your Investment |
37 |
Minimum Investment Amount by Share Class
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Investor Class shares are also available to traditional IRA and Roth IRA shareholders investing directly in a Fund. The minimum investment is $2,500. A traditional IRA or Roth IRA invested directly will be charged an annual maintenance fee of $15.00 by the Custodian.
The Manager may allow a reasonable period of time after opening an account for a Y Class or Institutional Class investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial advisors who make investments for a group of clients, the minimum initial investment can be met through aggregated purchase orders for more than one client.
Opening an Account
You may open an account through your broker-dealer or other financial intermediary. Please contact your financial intermediary for more information on how to open an account. Shares you purchase through your broker-dealer will normally be held in your account with that firm.
To open an account directly with the Funds, a completed, signed application is required. You may obtain an account application from the Funds' website www.americanbeaconfunds.com or by calling 1-800-658-5811. Institutional shareholders should call 1-800-967-9009.
Complete the application, sign it and send it:
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, you will be asked for information that will allow the Funds or your financial institution to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, and taxpayer identification numbers on the account or other documentation. The Funds are required by law to reject your new account application if the required identifying information is not provided.
A Fund reserves the right to liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if a Fund or a financial institution is unable to verify the shareholder's identity within three days of account opening.
Purchase Policies
Shares of the Funds are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the NYSE (whichever comes first) on each day on which the NYSE is open for business. If a purchase order is received by a Fund in good order prior to the Fund's deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that a Fund is open for business. Shares of a Fund will only be issued against full payment, as described more fully in this Prospectus and SAI.
The Funds have authorized certain third party financial intermediaries, such as broker-dealers, insurance companies, third party administrators and trust companies, to receive purchase and redemption orders on behalf of the Funds and to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund's next determined NAV per share after receipt by the financial intermediary or its designee. It is the responsibility of your broker-dealer or financial intermediary to transmit orders that will be received by the Funds in proper form and in a timely manner. The Funds are not responsible for the failure of a broker-dealer or financial intermediary to transmit a purchase order in proper form and in a timely manner.
Fund shares may be purchased only in U.S. States and Territories in which they can be legally sold. Prospective investors should inquire as to whether shares of a Fund are available for offer and sale in their jurisdiction. Each Fund reserves the right to refuse purchases if, in the judgment of the Funds, the transaction would adversely affect the Funds and its shareholders. Each Fund has the right to reject any purchase order or cease offering any or all classes of shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Funds will not accept ‘‘starter'' checks, credit card checks, money orders, cashier's checks, or third party checks.
If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees the Funds or the Manager has incurred. Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted or canceled and the monies may be withheld.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Funds' policies regarding frequent purchases, redemptions, and exchanges.
Redemption Policies
If you purchased shares of the Funds through your financial intermediary, please contact your broker-dealer or other financial intermediary to sell shares of a Fund.
The redemption price will be the NAV per share next determined after a redemption request is received in good order. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first).
38 |
Prospectus – About Your Investment |
Wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first) generally are transmitted to shareholders on the next day the Funds are open for business. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check or pre-authorized automatic investment may be delayed until the funds have cleared, which may take up to ten days.
The Funds reserve the right to suspend redemptions or postpone the date of payment for more than seven days (i) when the NYSE is closed (other than for customary weekend and holiday closings); (ii) when trading on the NYSE is restricted; (iii) when the SEC determines that an emergency exists so that disposal of a Fund's investments or determination of its NAV per share is not reasonably practicable; or (iv) by order of the SEC for protection of the Funds' shareholders.
Although the Funds intend to redeem shares by paying out available cash, cash generated by selling portfolio holdings (including cash equivalent portfolio holdings), or funds borrowed through the Funds' interfund credit facility, in stressed market conditions and other appropriate circumstances, the Funds reserve the right to pay the redemption price in whole or in part by borrowing funds from external parties or distributing securities or other assets held by the Funds. To the extent that 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.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Funds' policies regarding frequent purchases, redemptions, and exchanges.
Exchange Policies
If you purchased shares of a Fund through your financial intermediary, please contact your financial intermediary to determine if you may take advantage of the exchange policies described in this section and for its policies to effect an exchange.
Shares of any class of a Fund may be exchanged for shares of the same class of another American Beacon Fund under certain limited circumstances. Since an exchange involves a concurrent redemption and purchase, please review the sections titled "Purchase Policies" and "Redemption Policies" for additional limitations that apply to purchases and redemptions.
If shares of a Fund were purchased by check, a shareholder must have owned those shares for at least ten days prior to exchanging out of the Fund and into another fund.
The eligibility and minimum investment requirement must be met for the class into which the shareholder is exchanging. Fund shares may be acquired through exchange only in U.S. states and Territories in which they can be legally sold. Each Fund reserves the right to charge a fee and to modify or terminate the exchange privilege at any time. Each Fund reserves the right to refuse exchange requests if, in the judgment of a Fund, the transaction would adversely affect the Fund and its shareholders. Please refer to the section titled "Frequent Trading and Market Timing" for information on the Funds' policies regarding frequent purchases, redemptions, and exchanges.
Shares of any class of a Fund may be converted to shares of another class of the same Fund under certain limited circumstances. For federal income tax purposes, the conversion of shares of one share class of a Fund to shares of a different share class of the same Fund will not result in the realization of a capital gain or loss. However, as noted above, an exchange of shares of one Fund for shares of a different American Beacon Fund generally is considered a redemption and a concurrent purchase, respectively, and thus may result in the realization of a capital gain or loss for those purposes.
How to Purchase, Redeem or Exchange Shares
If your account is through a broker-dealer or other financial intermediary, please contact them directly to purchase, redeem or exchange shares of a Fund. Your broker-dealer or financial intermediary can help you open a new account, review your financial needs and formulate long-term investment goals and objectives. Your broker dealer or financial intermediary will transmit your request to a Fund and may charge you a fee for this service. Dealers, other financial intermediaries or fiduciaries purchasing shares for their customers are responsible for determining the suitability of a particular share class for an investor.
You should include the following information with any order:
Your name/account registration
Your account number
Type of transaction requested
Fund name(s) and fund number(s)
Dollar amount or number of shares
Transactions for direct shareholders are conducted through:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class Only)
|
|
|
American Beacon Funds
PO Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
Purchases by Wire:
Send a bank wire to State Street Bank and Trust Co. with these instructions:
ABA# 0110-0002-8; AC-9905-342-3,
Attn: American Beacon Funds
the fund name and fund number, and
shareholder account number and registration.
Prospectus – About Your Investment |
39 |
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Redemption proceeds will be mailed to the account of record or transmitted to commercial bank designated on the account application form.
Supporting documents may be required for redemptions by estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Redemption requests must also include authorized signature(s) of all persons required to sign for the account. Call 1-800-658-5811 for instructions.
To protect a Fund and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
for an account whose address has changed within the last 30 days if proceeds are sent by check.
Each Fund only accepts STAMP 2000 Medallion signature guarantees, which may be obtained at participating banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
Payments to Financial Intermediaries
For certain share classes, each Fund and/or the Manager (and/or the Manager's affiliates), at their own expense, may pay compensation to financial intermediaries for shareholder-related services and, if applicable, distribution-related services, including administrative, sub-transfer agency type, recordkeeping and shareholder communication services. For example, compensation may be paid to make Fund shares available to sales representatives and/or customers of a fund supermarket platform or similar program sponsor or for services provided in connection with such fund supermarket platforms and programs.
The amount of compensation paid to different financial intermediaries may differ. The compensation paid to a financial intermediary may be based on a variety of factors, including average assets under management in accounts distributed and/or serviced by the financial intermediary, gross sales by the financial intermediary and/or the number of accounts serviced by the financial intermediary that invest in the Funds. To the extent that a Fund pays any such compensation, it is designed to compensate the financial intermediary for providing services that would otherwise be provided by the Manager, the Funds or their transfer agent. To the extent the Manager or its affiliates pay such compensation, it would likely include amounts from that party's own resources and constitute what is sometimes referred to as "revenue sharing.''
Compensation received by a financial intermediary from a Fund, the Manager or an affiliate of the Manager may include payments for marketing and/or training expenses incurred by the financial intermediary, including expenses incurred by the financial intermediary in educating (itself and) its salespersons with respect to Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars regarding a Fund, including travel and lodging expenses. It may also cover costs incurred by financial intermediaries in connection with their efforts to sell Fund shares, including costs incurred compensating (registered) sales representatives and preparing, printing and distributing sales literature.
Any compensation received by a financial intermediary, whether from a Fund or the Manager and/or its affiliates, and the prospect of receiving it may provide the financial intermediary with an incentive to recommend the shares of a Fund, or a certain class of shares of a Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate the prominence of a Fund within its organization by, for example, placing it on a list of preferred funds. You can contact your financial intermediary for details about any such payments it receives from the Manager, its affiliates and/or the Funds, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Prospectus.
Additional Payments with Respect to Y Class Shares
Y Class shares may also be available on brokerage platforms of firms that have agreements with a Fund's distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Y Class shares in these programs may be required to pay a commission and/or other forms of compensation to the broker. Shares of a Fund are available in other share classes that have different fees and expenses.
General Policies
If a shareholder's account balance falls below the following minimum levels, the shareholder may be asked to increase the balance.
Share Class |
Account Balance |
Investor |
$ 2,500 |
Y |
$25,000 |
Institutional |
$75,000 |
If the account balance remains below the applicable minimum account balance after 45 days, each Fund reserves the right to close the account and send the proceeds to the shareholder. Each Fund reserves the authority to modify minimum account balances in its discretion.
A Signature Validation Program (‘‘SVP'') stamp or notary stamp may be required in order to change an account's registration or banking instructions. You may obtain a SVP stamp at participating banks, broker-dealers and credit unions, but not from a notary public. The SVP stamp is analogous to the STAMP 2000 Medallion guarantee in that it is provided at similar institutions. However, it is used only for non-financial transactions.
The following policies apply to instructions you may provide to the Funds by telephone:
The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
Each Fund reserves the right to:
40 |
Prospectus – About Your Investment |
liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Funds or a financial institution are unable to verify the shareholder's identity within three business days of account opening,
seek reimbursement from the shareholder for any related loss incurred by a Fund if payment for the purchase of Fund shares by check does not clear the shareholder's bank, and
reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by a Fund if funds are not received by the applicable wire deadline.
Escheatment
Please be advised that certain state escheatment laws may require a Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property unless you contact the Funds. Many states have added ‘‘inactivity'' or the absence of customer-initiated contact as a component of their rules and guidelines for the escheatment of unclaimed property. These states consider property to be abandoned when there is no shareholder-initiated activity on an account for at least three (3) to five (5) years.
Depending on the laws in your jurisdiction, customer-initiated contact might be achieved by one of the following methods:
Send a letter to American Beacon Funds via the United States Post Office,
Speak to a Customer Service Representative on the phone after you go through a security verification process. For residents of certain states, contact cannot be made by phone but must be in writing or through the Funds' secure web application.
Access your account through the Funds' secure web application,
Cashing checks that are received and are made payable to the owner of the account.
The Funds, the Manager, and the Transfer Agent will not be liable to shareholders or their representatives for good faith compliance with escheatment laws. To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer's and/or Controller's Offices. If you do not hold your shares directly with a Fund, you should contact your broker-dealer, retirement plan, or other third party, intermediary regarding applicable state escheatment laws.
Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder's account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder's location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. The completed designation form may be mailed to the below address.
Contact information:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
1-800-658-5811
www.americanbeaconfunds.com
Frequent Trading and Market Timing
Frequent trading by Fund shareholders poses risks to other shareholders in that Fund, including: (i) the dilution of a Fund's NAV, (ii) an increase in a Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in a Fund's NAV per share is known as market timing.
The Funds' Board has adopted policies and procedures intended to discourage frequent trading and market timing.
Shareholders may transact one ‘‘round trip'' in a Fund in any rolling 90-day period. A ‘‘round trip'' is defined as two transactions, each in an opposite direction. A round trip may involve either (i) a purchase or exchange into a Fund followed by a redemption or exchange out of a Fund or (ii) a redemption or exchange out of a Fund followed by a purchase or exchange into a Fund. If the Manager detects that a shareholder has exceeded one round trip in a Fund in any rolling 90-day period, the Manager, without prior notice to the shareholder, may prohibit the shareholder from making further purchases of that Fund. In general, each Fund reserves the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing, regardless of whether the shareholder's activity violates any policy stated in this Prospectus. Additionally, the Manager may in its discretion, reject any purchase or exchange into a Fund from any individual investor, institutional investor, or group whose trading activity could disrupt the management of a Fund or dilute the value of the Fund's shares, including collective trading (e.g., following the advice of an investment newsletter). Such investors may be barred from future purchases of American Beacon Funds.
The round-trip limit does not apply to the following transaction types:
shares acquired through the reinvestment of dividends and other distributions;
systematic purchases and redemptions;
shares redeemed to return excess IRA contributions; or
certain transactions made within a retirement or employee benefit plan, such as payroll contributions, minimum required distributions, loans, and hardship withdrawals, or other transactions that are initiated by a party other than the plan participant.
Financial intermediaries that offer Fund shares, such as broker-dealers, third party administrators of retirement plans, and trust companies, will be asked to enforce the Funds' policies to discourage frequent trading and market timing by investors. However, certain intermediaries that offer Fund shares have informed the Funds that they are currently unable to enforce the Funds' policies on an automated basis. In those instances, the Manager will monitor trading activity of the intermediary in an attempt to detect patterns of activity that indicate frequent trading or market timing by underlying investors. In some cases, intermediaries that offer Fund shares have their own policies to deter frequent trading and market timing that differ from the Funds' policies. A Fund may defer to an intermediary's policies. For more information, please contact the financial intermediary through which you invest in the Funds.
The Manager monitors trading activity in the Funds to attempt to identify shareholders engaged in frequent trading or market timing. The Manager may exclude transactions below a certain dollar amount from monitoring and may change that dollar amount from time to time. The ability of the Manager to detect frequent trading and market timing activity by investors who own shares through an intermediary is dependent upon the intermediary's provision of information necessary to identify transactions by the underlying investors. The Funds have entered into agreements with the intermediaries that service the
Prospectus – About Your Investment |
41 |
Funds' investors, pursuant to which the intermediaries agree to provide information on investor transactions to the Funds and to act on the Funds' instructions to restrict transactions by investors who the Manager has identified as having violated the Funds' policies and procedures to deter frequent trading and market timing.
Wrap programs offered by certain intermediaries may be designated ‘‘Qualified Wrap Programs'' by a Fund based on specific criteria established by the Funds and a certification by the intermediary that the criteria have been met. A Qualified Wrap Program is a wrap program whose sponsoring intermediary: (i) certifies that it has investment discretion over $50 million or more in client assets invested in mutual funds at the time of the certification, (ii) certifies that it directs transactions in accounts participating in the wrap program(s) in concert with changes in a model portfolio; (iii) provides the Manager a description of the wrap program(s); and (iv) managed by an intermediary that agrees to provide the Manager sufficient information to identify individual accounts in the intermediary's wrap program(s). For purposes of applying the round-trip limit, transactions initiated by clients invested in a Qualified Wrap Program will not be matched to transactions initiated by the intermediary sponsoring the Qualified Wrap Program. For example, a client's purchase of a Fund followed within 90 days by the intermediary's redemption of the same Fund would not be considered a round trip. However, transactions initiated by a Qualified Wrap Program client are subject to the round-trip limit and will be matched to determine if the client has exceeded the round-trip limit. In addition, the Manager will monitor transactions initiated by Qualified Wrap Program intermediaries to determine whether any intermediary has engaged in frequent trading or market timing. If the Manager determines that an intermediary has engaged in activity that is harmful to a Fund, the Manager will revoke the intermediary's Qualified Wrap Program status. Upon termination of status as a Qualified Wrap Program, all account transactions will be matched for purposes of testing compliance with a Fund's frequent trading and market timing policies, including any applicable redemption fees.
Each Fund reserves the right to modify the frequent trading and market timing policies and procedures and grant or eliminate waivers to such policies and procedures at any time without advance notice to shareholders. There can be no assurance that the Funds' policies and procedures to deter frequent trading and market timing will have the intended effect or that the Manager will be able to detect frequent trading and market timing.
Distributions and Taxes
Each Fund distributes most or all of its net earnings and realized gains, if any, each taxable year in the form of dividends from net investment income ("dividends"), distributions of realized net capital gains ("capital gains distributions") and net gains from foreign currency transactions (sometimes referred to below collectively as "other distributions") (and dividends, capital gains distributions, and other distributions are sometimes referred to below collectively as "distributions"). Different tax treatment applies to different types of distributions (as described in the table below).
No Fund has a fixed dividend rate or guarantees that it will pay any distributions in any particular period. Distributions paid by each Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the services and/or fees applicable to certain classes of shares. Distributions are paid as follows:
American Beacon Fund |
Dividends Paid |
Capital Gains Distributions and Other Distributions Paid |
Alpha Quant Core Fund |
Annually |
Annually |
Alpha Quant Dividend Fund |
Quarterly |
Annually |
Alpha Quant Quality Fund |
Annually |
Annually |
Alpha Quant Value Fund |
Annually |
Annually |
Shapiro Equity Opportunities Fund |
Annually |
Annually |
Shapiro SMID Cap Equity Fund |
Annually |
Annually |
Options for Receiving Dividends and Other Distributions
When you open your Fund account, you can specify on your application how you want to receive distributions. To change that option, you must notify the transfer agent. Unless you instruct otherwise in your account application, distributions payable to you by a Fund will be reinvested in additional shares of the distributing class of that Fund. There are four payment options available:
Reinvest All Distributions. You can elect to reinvest all distributions by a Fund in additional shares of the distributing class of that Fund.
Reinvest Only Some Distributions. You can elect to reinvest some types of distributions by a Fund in additional shares of the distributing class of that Fund while receiving the other types of distributions by that Fund by check or having them sent directly to your bank account by ACH ("in cash").
Receive All Distributions in Cash. You can elect to receive all distributions in cash.
Reinvest Your Distributions in shares of another American Beacon Fund. You can reinvest all of your distributions by a Fund on a particular class of shares in shares of the same class of another American Beacon Fund that is available for exchanges. You must have an existing account in the same share class of the selected fund.
Distributions of Fund income are generally taxable to you regardless of the manner in which received or reinvested.
If you invest directly with the Funds, any election to receive distributions payable by check will only apply to distributions totaling $10.00 or more. Any distribution by a Fund totaling less than $10.00 will be reinvested in shares of the distributing class of that Fund and will not be paid to you by check.
If you elect to receive a distribution by check and the U.S. Postal Service cannot deliver your check, or if your check remains uncashed for at least six months, each Fund reserves the right to reinvest the amount of your check, and to reinvest all subsequent distributions, in shares of the distributing class of that Fund at the NAV per share on the day of the reinvestment. Interest will not accrue on amounts represented by uncashed distribution or redemption checks.
Shareholders investing in a Fund through a financial intermediary should discuss their options for receiving distributions with the intermediary.
Taxes
Fund distributions are taxable to shareholders other than tax-qualified retirement plans and accounts and other tax-exempt investors. However, the portion of a Fund's dividends derived from its investments in U.S. Government obligations, if any, is generally exempt from state and local income taxes. Fund dividends, except those that are "qualified dividend income" (as described below), are subject to federal income tax at the rates for ordinary income contained in the Internal Revenue Code. The following table outlines the typical status of transactions in taxable accounts:
42 |
Prospectus – About Your Investment |
Type of Transaction |
Federal Tax Status |
Dividends from net investment income* |
Ordinary income** |
Distributions of the excess of net short-term capital gain over net long-term capital loss* |
Ordinary income |
Distributions of net gains from certain foreign currency transactions* |
Ordinary income |
Distributions of the excess of net long-term capital gain over net short-term capital loss ("net capital gain'')* |
Long-term capital gains |
Redemptions or exchanges of shares owned for more than one year |
Long-term capital gains or losses |
Redemptions or exchanges of shares owned for one year or less |
Net gains are taxed at the same rate as ordinary income; net losses are subject to special rules |
* Whether reinvested or taken in cash.
** Except for dividends that are attributable to ‘‘qualified dividend income,'' if any.
To the extent distributions are attributable to net capital gain that a Fund recognizes they are subject to a 15% maximum federal income tax rate for individual and certain other non-corporate shareholders (each, an ‘‘individual'') (20% for individuals with taxable income exceeding certain thresholds, which are indexed for inflation annually), regardless of how long the shareholder held his or her Fund shares. A portion of the dividends a Fund pays to individuals may be QDI and thus eligible for the preferential rates mentioned above that apply to net capital gain. QDI is the aggregate of dividends a Fund receives on shares of most domestic corporations (excluding most distributions from REITs) and certain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions. To be eligible for those rates, a shareholder must meet similar restrictions with respect to his or her Fund shares.
A portion of the dividends a Fund pays may also be eligible for the dividends-received deduction allowed to corporations, subject to similar holding period and other restrictions, but the eligible portion may not exceed the aggregate dividends a Fund receives from domestic corporations only. The Funds do not expect a substantial part of their dividends to qualify as QDI or be eligible for the DRD.
A shareholder may realize a taxable gain or loss when redeeming or exchanging shares. That gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% and 20% tax rates mentioned above.
A shareholder who wants to use an acceptable basis determination method with respect to Fund shares other than the average basis method (each Fund's default method) must elect to do so in writing, which may be electronic. Each Fund, or its administrative agent, must report to the Internal Revenue Service and furnish to its shareholders the basis information for dispositions of Fund shares. See "Tax Information" in the SAI for a description of the rules regarding that election and a Fund's reporting obligation.
An individual must pay a 3.8% tax on the lesser of (1) the individual's ‘‘net investment income,'' which generally includes distributions a Fund pays and net gains realized on a redemption or exchange of Fund shares, or (2) the excess of the individual's ‘‘modified adjusted gross income'' over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this tax may have on their investment in Fund shares.
Each year, a Fund's shareholders will receive tax information regarding Fund distributions and dispositions of Fund shares to assist them in preparing their income tax returns.
Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code generally allows individuals and certain other non-corporate entities a deduction for 20% of (1) "qualified REIT dividends" and (2) "qualified publicly traded partnership income" (such as income from MLPs). Recently issued proposed Treasury regulations (having current effect) permit a RIC to pass the character of its qualified REIT dividends through to its shareholders provided certain holding period requirements are met. As a result, a shareholder in the American Beacon Alpha Quant Dividend Fund, which invests in REITs, will be eligible to receive the benefit of the same 20% deduction with respect to the Fund's REIT-based dividends as is available to an investor who directly invests in REITs. There currently is no similar pass-through of the 20% deduction with respect to a RIC's qualified publicly traded partnership income.
The foregoing is only a summary of some of the important federal income tax considerations that may affect Fund shareholders, who should consult their tax advisers regarding specific questions as to the effect of federal, state and local income taxes on an investment in a Fund.
Additional Information
The Funds' Board oversees generally the operations of the Funds. The Trust enters into contractual arrangements with various parties, including among others, the Funds' manager, sub-advisor(s), custodian, transfer agent, and accountants, who provide services to the Funds. Shareholders are not parties to any such contractual arrangements, and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Funds that you should consider in determining whether to purchase Fund shares. Neither this Prospectus nor the SAI is intended, or should be read, to be or create an agreement or contract between the Trust or the Funds and any investor, or to create any rights in any shareholder or other person other than any rights under federal or state law that may not be waived. Nothing in this Prospectus, the SAI or the Funds' reports to shareholders is intended to provide investment advice and should not be construed as investment advice.
Service Plans and Service Fees
Each Fund has adopted a shareholder services plan for its Investor Class shares for certain non-distribution shareholder services provided by financial intermediaries. The shareholder services plan authorizes annual payment of up to 0.375% of the average daily net assets attributable to the Investor 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 Institutional Class shares of a Fund.
Portfolio Holdings
A complete list of holdings for the Alpha Quant Funds is made available on the Funds' website on a monthly basis approximately twenty days after the end of each month and remains available for six months thereafter. A complete list of holdings for the American Beacon Shapiro Equity Opportunities Fund and
Prospectus – Additional Information |
43 |
the American Beacon Shapiro SMID Cap Equity Fund is made available on the Funds' website on a quarterly basis approximately sixty days after the end of each quarter and remains available for six months thereafter.
A list of each Fund's ten largest holdings is made available on the Funds' website on a quarterly basis. The ten largest holdings of the Funds are generally posted to the website approximately fifteen days after the end of each calendar quarter and remain available until the next quarter. To access the holdings information, go to www.americanbeaconfunds.com. A Fund's ten largest holdings may also be accessed by selecting a particular Fund's fact sheet.
A description of the Funds' policies and procedures regarding the disclosure of portfolio holdings is available in the Funds' SAI, which you may access on the Funds' website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.
Delivery of Documents
If you are interested in electronic delivery of the Funds' summary prospectuses and shareholder reports, please go to www.americanbeaconfunds.com and click on ‘‘Quick Links'' and then ‘‘Register for E-Delivery.''
To reduce expenses, your financial institution may mail only one copy of the summary prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
Financial Highlights
The financial highlights tables are intended to help you understand each Fund's financial performance for the period of that Fund's operations. Certain information reflects financial results for a single Fund share.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and other distributions).
The information in the financial highlights has been derived from the Funds' financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with the Funds' financial statements, is included in the Funds' Annual Report, which you may obtain upon request.
44 |
Prospectus – Additional Information |
American Beacon Alpha Quant Core Fund |
||||||
|
Institutional Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$11.78 |
|
$10.20 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.16 |
|
0.15 |
B |
0.03 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.30 |
) |
1.56 |
|
0.17 |
|
Total income (loss) from investment operations |
(0.14 |
) |
1.71 |
|
0.20 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.12 |
) |
(0.13 |
) |
– |
|
Distributions from net realized gains |
(0.90 |
) |
– |
|
– |
|
Total distributions |
(1.02 |
) |
(0.13 |
) |
– |
|
Net asset value, end of period |
$10.62 |
|
$11.78 |
|
$10.20 |
|
Total returnC |
(0.20 |
)% |
16.85 |
% |
2.00 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$2,775,726 |
|
$2,364,264 |
|
$1,835,621 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
4.20 |
% |
5.55 |
% |
12.23 |
%E |
Expenses, net of reimbursements |
0.67 |
% |
0.69 |
% |
0.69 |
%E |
Net investment (loss), before expense reimbursements |
(1.97 |
)% |
(3.49 |
)% |
(10.44 |
)%E |
Net investment income, net of reimbursements |
1.56 |
% |
1.37 |
% |
1.09 |
%E |
Portfolio turnover rate |
65 |
% |
56 |
% |
14 |
%F |
A |
Commencement of operations. |
B |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.16. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
45 |
American Beacon Alpha Quant Core Fund |
||||||
|
Y Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$11.77 |
|
$10.20 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.16 |
|
0.13 |
B |
0.03 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.31 |
) |
1.57 |
|
0.17 |
|
Total income (loss) from investment operations |
(0.15 |
) |
1.70 |
|
0.20 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.12 |
) |
(0.13 |
) |
– |
|
Distributions from net realized gains |
(0.90 |
) |
– |
|
– |
|
Total distributions |
(1.02 |
) |
(0.13 |
) |
– |
|
Net asset value, end of period |
$10.60 |
|
$11.77 |
|
$10.20 |
|
Total returnC |
(0.28 |
)% |
16.75 |
% |
2.00 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$190,121 |
|
$139,588 |
|
$101,951 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
4.23 |
% |
5.63 |
% |
17.45 |
%E |
Expenses, net of reimbursements |
0.77 |
% |
0.79 |
% |
0.79 |
%E |
Net investment (loss), before expense reimbursements |
(2.00 |
)% |
(3.59 |
)% |
(15.67 |
)%E |
Net investment income, net of reimbursements |
1.47 |
% |
1.25 |
% |
0.99 |
%E |
Portfolio turnover rate |
65 |
% |
56 |
% |
14 |
%F |
A |
Commencement of operations. |
B |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.14. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
46 |
Prospectus – Additional Information |
American Beacon Alpha Quant Core Fund |
||||||
|
Investor Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$11.73 |
|
$10.19 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.14 |
|
0.11 |
B |
0.02 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.33 |
) |
1.56 |
|
0.17 |
|
Total income (loss) from investment operations |
(0.19 |
) |
1.67 |
|
0.19 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.12 |
) |
(0.13 |
) |
– |
|
Distributions from net realized gains |
(0.90 |
) |
– |
|
– |
|
Total distributions |
(1.02 |
) |
(0.13 |
) |
– |
|
Net asset value, end of period |
$10.52 |
|
$11.73 |
|
$10.19 |
|
Total returnC |
(0.65 |
)% |
16.47 |
% |
1.90 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$234,953 |
|
$126,458 |
|
$104,854 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
8.76 |
% |
6.73 |
% |
18.69 |
%E |
Expenses, net of reimbursements |
1.05 |
% |
1.07 |
% |
1.07 |
%E |
Net investment (loss), before expense reimbursements |
(6.49 |
)% |
(4.66 |
)% |
(16.91 |
)%E |
Net investment income, net of reimbursements |
1.22 |
% |
1.01 |
% |
0.71 |
%E |
Portfolio turnover rate |
65 |
% |
56 |
% |
14 |
%F |
A |
Commencement of operations. |
B |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.12. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
47 |
American Beacon Alpha Quant Dividend Fund |
||||||
|
Institutional Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.42 |
|
$10.00 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.29 |
|
0.29 |
|
0.07 |
|
Net gains (losses) on investments (both realized and unrealized) |
1.14 |
|
0.41 |
|
(0.07 |
) |
Total income (loss) from investment operations |
1.43 |
|
0.70 |
|
– |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.28 |
) |
(0.28 |
) |
– |
|
Distributions from net realized gains |
(0.49 |
) |
(0.00 |
)B |
– |
|
Total distributions |
(0.77 |
) |
(0.28 |
) |
– |
|
Net asset value, end of period |
$11.08 |
|
$10.42 |
|
$10.00 |
|
Total returnC |
14.94 |
% |
7.00 |
% |
0.00 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$2,426,418 |
|
$2,025,327 |
|
$1,799,305 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
4.65 |
% |
5.91 |
% |
12.37 |
%E |
Expenses, net of reimbursements |
0.67 |
% |
0.69 |
% |
0.69 |
%E |
Net investment (loss), before expense reimbursements |
(1.17 |
)% |
(2.42 |
)% |
(9.23 |
)%E |
Net investment income, net of reimbursements |
2.81 |
% |
2.79 |
% |
2.45 |
%E |
Portfolio turnover rate |
34 |
% |
49 |
% |
0 |
%F |
A |
Commencement of operations. |
B |
Amount is less than $0.01 per share. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover is based on the lesser of long-term purchases or sales divided by the average long-term fair value during the period. The Fund did not transact in any sales of long-term securities during the reporting period. |
48 |
Prospectus – Additional Information |
American Beacon Alpha Quant Dividend Fund |
||||||
|
Y Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.41 |
|
$9.99 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.22 |
|
0.29 |
|
0.06 |
|
Net gains (losses) on investments (both realized and unrealized) |
1.19 |
|
0.41 |
|
(0.07 |
) |
Total income (loss) from investment operations |
1.41 |
|
0.70 |
|
(0.01 |
) |
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.28 |
) |
(0.28 |
) |
– |
|
Distributions from net realized gains |
(0.49 |
) |
(0.00 |
)B |
– |
|
Total distributions |
(0.77 |
) |
(0.28 |
) |
– |
|
Net asset value, end of period |
$11.05 |
|
$10.41 |
|
$9.99 |
|
Total returnC |
14.76 |
% |
7.01 |
% |
(0.10 |
)%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$678,401 |
|
$132,924 |
|
$99,934 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
4.28 |
% |
5.98 |
% |
17.67 |
%E |
Expenses, net of reimbursements |
0.77 |
% |
0.79 |
% |
0.79 |
%E |
Net investment (loss), before expense reimbursements |
(0.58 |
)% |
(2.41 |
)% |
(14.54 |
)%E |
Net investment income, net of reimbursements |
2.93 |
% |
2.79 |
% |
2.34 |
%E |
Portfolio turnover rate |
34 |
% |
49 |
% |
0 |
%F |
A |
Commencement of operations. |
B |
Amount is less than $0.01 per share. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover is based on the lesser of long-term purchases or sales divided by the average long-term fair value during the period. The Fund did not transact in any sales of long-term securities during the reporting period. |
Prospectus – Additional Information |
49 |
American Beacon Alpha Quant Dividend Fund |
||||||
|
Investor Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.37 |
|
$9.99 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.27 |
|
0.26 |
|
0.05 |
|
Net gains (losses) on investments (both realized and unrealized) |
1.11 |
|
0.40 |
|
(0.06 |
) |
Total income (loss) from investment operations |
1.38 |
|
0.66 |
|
(0.01 |
) |
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.28 |
) |
(0.28 |
) |
– |
|
Distributions from net realized gains |
(0.49 |
) |
(0.00 |
)B |
– |
|
Total distributions |
(0.77 |
) |
(0.28 |
) |
– |
|
Net asset value, end of period |
$10.98 |
|
$10.37 |
|
$9.99 |
|
Total returnC |
14.51 |
% |
6.60 |
% |
(0.10 |
)%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$614,262 |
|
$118,686 |
|
$102,833 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
6.56 |
% |
7.11 |
% |
18.92 |
%E |
Expenses, net of reimbursements |
1.05 |
% |
1.07 |
% |
1.07 |
%E |
Net investment (loss), before expense reimbursements |
(3.04 |
)% |
(3.63 |
)% |
(15.79 |
)%E |
Net investment income, net of reimbursements |
2.47 |
% |
2.41 |
% |
2.06 |
%E |
Portfolio turnover rate |
34 |
% |
49 |
% |
0 |
%F |
A |
Commencement of operations. |
B |
Amount is less than $0.01 per share. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover is based on the lesser of long-term purchases or sales divided by the average long-term fair value during the period. The Fund did not transact in any sales of long-term securities during the reporting period. |
50 |
Prospectus – Additional Information |
American Beacon Alpha Quant Quality Fund |
||||||
|
Institutional Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$12.20 |
|
$10.10 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.15 |
|
0.09 |
|
0.03 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.01 |
) |
2.09 |
|
0.07 |
|
Total income (loss) from investment operations |
0.14 |
|
2.18 |
|
0.10 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.11 |
) |
(0.08 |
) |
– |
|
Distributions from net realized gains |
(1.61 |
) |
– |
|
– |
|
Total distributions |
(1.72 |
) |
(0.08 |
) |
– |
|
Net asset value, end of period |
$10.62 |
|
$12.20 |
|
$10.10 |
|
Total returnB |
2.99 |
% |
21.66 |
% |
1.00 |
%C |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$2,304,794 |
|
$2,212,134 |
|
$1,817,518 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
4.69 |
% |
5.69 |
% |
12.24 |
%D |
Expenses, net of reimbursements |
0.67 |
% |
0.69 |
% |
0.69 |
%D |
Net investment (loss), before expense reimbursements |
(2.65 |
)% |
(4.21 |
)% |
(10.33 |
)%D |
Net investment income, net of reimbursements |
1.37 |
% |
0.79 |
% |
1.22 |
%D |
Portfolio turnover rate |
83 |
% |
62 |
% |
19 |
%E |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
51 |
American Beacon Alpha Quant Quality Fund |
||||||
|
Y Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$12.19 |
|
$10.09 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.14 |
|
0.07 |
|
0.03 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.01 |
) |
2.11 |
|
0.06 |
|
Total income (loss) from investment operations |
0.13 |
|
2.18 |
|
0.09 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.11 |
) |
(0.08 |
) |
– |
|
Distributions from net realized gains |
(1.61 |
) |
– |
|
– |
|
Total distributions |
(1.72 |
) |
(0.08 |
) |
– |
|
Net asset value, end of period |
$10.60 |
|
$12.19 |
|
$10.09 |
|
Total returnB |
2.91 |
% |
21.68 |
% |
0.90 |
%C |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$249,477 |
|
$143,744 |
|
$100,946 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
4.75 |
% |
5.78 |
% |
17.48 |
%D |
Expenses, net of reimbursements |
0.77 |
% |
0.79 |
% |
0.79 |
%D |
Net investment (loss), before expense reimbursements |
(2.68 |
)% |
(4.30 |
)% |
(15.57 |
)%D |
Net investment income, net of reimbursements |
1.30 |
% |
0.68 |
% |
1.12 |
%D |
Portfolio turnover rate |
83 |
% |
62 |
% |
19 |
%E |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
52 |
Prospectus – Additional Information |
American Beacon Alpha Quant Quality Fund |
||||||
|
Investor Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$12.14 |
|
$10.09 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.13 |
|
0.05 |
|
0.02 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.03 |
) |
2.08 |
|
0.07 |
|
Total income (loss) from investment operations |
0.10 |
|
2.13 |
|
0.09 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.11 |
) |
(0.08 |
) |
– |
|
Distributions from net realized gains |
(1.61 |
) |
– |
|
– |
|
Total distributions |
(1.72 |
) |
(0.08 |
) |
– |
|
Net asset value, end of period |
$10.52 |
|
$12.14 |
|
$10.09 |
|
Total returnB |
2.64 |
% |
21.18 |
% |
0.90 |
%C |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$154,644 |
|
$134,870 |
|
$103,837 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
9.45 |
% |
6.83 |
% |
18.73 |
%D |
Expenses, net of reimbursements |
1.05 |
% |
1.07 |
% |
1.07 |
%D |
Net investment (loss), before expense reimbursements |
(7.39 |
)% |
(5.35 |
)% |
(16.82 |
)%D |
Net investment income, net of reimbursements |
1.01 |
% |
0.41 |
% |
0.84 |
%D |
Portfolio turnover rate |
83 |
% |
62 |
% |
19 |
%E |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
53 |
American Beacon Alpha Quant Value Fund |
||||||
|
Institutional Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$11.88 |
|
$10.23 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.20 |
|
0.21 |
B |
0.03 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.92 |
) |
1.61 |
|
0.20 |
|
Total income (loss) from investment operations |
(0.72 |
) |
1.82 |
|
0.23 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.11 |
) |
(0.17 |
) |
– |
|
Distributions from net realized gains |
(0.37 |
) |
– |
|
– |
|
Total distributions |
(0.48 |
) |
(0.17 |
) |
– |
|
Net asset value, end of period |
$10.68 |
|
$11.88 |
|
$10.23 |
|
Total returnC |
(5.65 |
)% |
17.88 |
% |
2.30 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$2,147,774 |
|
$2,287,739 |
|
$1,842,294 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
2.90 |
% |
5.18 |
% |
12.16 |
%E |
Expenses, net of reimbursements |
0.67 |
% |
0.69 |
% |
0.69 |
%E |
Net investment (loss), before expense reimbursements |
(0.44 |
)% |
(2.58 |
)% |
(10.48 |
)%E |
Net investment income, net of reimbursements |
1.79 |
% |
1.91 |
% |
0.99 |
%E |
Portfolio turnover rate |
90 |
% |
53 |
% |
11 |
%F |
A |
Commencement of operations. |
B |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.22. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
54 |
Prospectus – Additional Information |
American Beacon Alpha Quant Value Fund |
||||||
|
Y Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$11.87 |
|
$10.23 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.25 |
|
0.18 |
B |
0.02 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.98 |
) |
1.63 |
|
0.21 |
|
Total income (loss) from investment operations |
(0.73 |
) |
1.81 |
|
0.23 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.11 |
) |
(0.17 |
) |
– |
|
Distributions from net realized gains |
(0.37 |
) |
– |
|
– |
|
Total distributions |
(0.48 |
) |
(0.17 |
) |
– |
|
Net asset value, end of period |
$10.66 |
|
$11.87 |
|
$10.23 |
|
Total returnC |
(5.74 |
)% |
17.79 |
% |
2.30 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$1,038,803 |
|
$1,056,453 |
|
$102,322 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
3.04 |
% |
5.30 |
% |
17.37 |
%E |
Expenses, net of reimbursements |
0.77 |
% |
0.79 |
% |
0.79 |
%E |
Net investment (loss), before expense reimbursements |
(0.49 |
)% |
(2.69 |
)% |
(15.69 |
)%E |
Net investment income, net of reimbursements |
1.78 |
% |
1.82 |
% |
0.89 |
%E |
Portfolio turnover rate |
90 |
% |
53 |
% |
11 |
%F |
A |
Commencement of operations. |
B |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.19. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
55 |
American Beacon Alpha Quant Value Fund |
||||||
|
Investor Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
March 22, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$11.82 |
|
$10.22 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.15 |
|
0.17 |
B |
0.02 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.90 |
) |
1.60 |
|
0.20 |
|
Total income (loss) from investment operations |
(0.75 |
) |
1.77 |
|
0.22 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.11 |
) |
(0.17 |
) |
– |
|
Distributions from net realized gains |
(0.37 |
) |
– |
|
– |
|
Total distributions |
(0.48 |
) |
(0.17 |
) |
– |
|
Net asset value, end of period |
$10.59 |
|
$11.82 |
|
$10.22 |
|
Total returnC |
(5.93 |
)% |
17.41 |
% |
2.20 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$842,517 |
|
$221,794 |
|
$108,298 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
3.69 |
% |
6.21 |
% |
18.47 |
%E |
Expenses, net of reimbursements |
1.05 |
% |
1.07 |
% |
1.07 |
%E |
Net investment (loss), before expense reimbursements |
(1.21 |
)% |
(3.68 |
)% |
(16.78 |
)%E |
Net investment income, net of reimbursements |
1.43 |
% |
1.46 |
% |
0.61 |
%E |
Portfolio turnover rate |
90 |
% |
53 |
% |
11 |
%F |
A |
Commencement of operations. |
B |
Includes non-recurring dividends. Without these dividends, net investment income per share would have been $0.18. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from March 22, 2017 through June 30, 2017 and is not annualized. |
56 |
Prospectus – Additional Information |
American Beacon Shapiro Equity Opportunities Fund |
||||
|
Institutional Class |
|||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
September 12, 2017A to June 30, 2018 |
||
Net asset value, beginning of period |
$11.29 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
Net investment income |
0.11 |
|
0.02 |
|
Net gains on investments (both realized and unrealized) |
0.16 |
|
1.29 |
|
Total income (loss) from investment operations |
0.27 |
|
1.31 |
|
Less distributions: |
|
|
|
|
Dividends from net investment income |
(0.07 |
) |
(0.02 |
) |
Distributions from net realized gains |
(0.21 |
) |
(0.00 |
)B |
Total distributions |
(0.28 |
) |
(0.02 |
) |
Net asset value, end of period |
$11.28 |
|
$11.29 |
|
Total returnC |
2.97 |
% |
13.07 |
%D |
Ratios and supplemental data: |
|
|
|
|
Net assets, end of period |
$52,917,588 |
|
$43,796,676 |
|
Ratios to average net assets: |
|
|
|
|
Expenses, before reimbursements |
0.98 |
% |
2.81 |
%E |
Expenses, net of reimbursements |
0.79 |
% |
0.79 |
%E |
Net investment income (loss), before expense reimbursements |
0.80 |
% |
(1.53 |
)%E |
Net investment income, net of reimbursements |
0.99 |
% |
0.49 |
%E |
Portfolio turnover rate |
54 |
% |
9 |
%F |
A |
Commencement of operations. |
B |
Amount represents less than $0.01 per share. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from September 12, 2017 through June 30, 2018 and is not annualized. |
Prospectus – Additional Information |
57 |
American Beacon Shapiro Equity Opportunities Fund |
||||
|
Y Class |
|||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
September 12, 2017A to June 30, 2018 |
||
Net asset value, beginning of period |
$11.30 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
Net investment income |
0.10 |
|
0.03 |
|
Net gains on investments (both realized and unrealized) |
0.16 |
|
1.29 |
|
Total income (loss) from investment operations |
0.26 |
|
1.32 |
|
Less distributions: |
|
|
|
|
Dividends from net investment income |
(0.07 |
) |
(0.02 |
) |
Distributions from net realized gains |
(0.21 |
) |
(0.00 |
)B |
Total distributions |
(0.28 |
) |
(0.02 |
) |
Net asset value, end of period |
$11.28 |
|
$11.30 |
|
Total returnD |
2.88 |
% |
13.17 |
%C |
Ratios and supplemental data: |
|
|
|
|
Net assets, end of period |
$35,505,884 |
|
$26,419,367 |
|
Ratios to average net assets: |
|
|
|
|
Expenses, before reimbursements |
1.06 |
% |
2.77 |
%E |
Expenses, net of reimbursements |
0.89 |
% |
0.89 |
%E |
Net investment income (loss), before expense reimbursements |
0.77 |
% |
(0.79 |
)%E |
Net investment income, net of reimbursements |
0.94 |
% |
1.09 |
%E |
Portfolio turnover rate |
54 |
% |
9 |
%F |
A |
Commencement of operations. |
B |
Amount represents less than $0.01 per share. |
C |
Not annualized. |
D |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from September 12, 2017 through June 30, 2018 and is not annualized. |
58 |
Prospectus – Additional Information |
American Beacon Shapiro Equity Opportunities Fund |
||||
|
Investor Class |
|||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
September 12, 2017A to June 30, 2018 |
||
Net asset value, beginning of period |
$11.25 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
Net investment income |
0.07 |
|
0.02 |
|
Net gains on investments (both realized and unrealized) |
0.16 |
|
1.25 |
|
Total income (loss) from investment operations |
0.23 |
|
1.27 |
|
Less distributions: |
|
|
|
|
Dividends from net investment income |
(0.07 |
) |
(0.02 |
) |
Distributions from net realized gains |
(0.21 |
) |
(0.00 |
)B |
Total distributions |
(0.28 |
) |
(0.02 |
) |
Net asset value, end of period |
$11.20 |
|
$11.25 |
|
Total returnC |
2.62 |
% |
12.67 |
%D |
Ratios and supplemental data: |
|
|
|
|
Net assets, end of period |
$736,220 |
|
$180,767 |
|
Ratios to average net assets: |
|
|
|
|
Expenses, before reimbursements |
2.57 |
% |
4.88 |
%E |
Expenses, net of reimbursements |
1.17 |
% |
1.17 |
%E |
Net investment (loss), before expense reimbursements |
(0.74 |
)% |
(3.54 |
)%E |
Net investment income, net of reimbursements |
0.66 |
% |
0.17 |
%E |
Portfolio turnover rate |
54 |
% |
9 |
%F |
A |
Commencement of operations. |
B |
Amount represents less than $0.01 per share. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Portfolio turnover rate is for the period from September 12, 2017 through June 30, 2018 and is not annualized. |
Prospectus – Additional Information |
59 |
American Beacon Shapiro SMID Cap Equity Fund |
||||
|
Institutional Class |
|||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
September 12, 2017A to June 30, 2018 |
||
Net asset value, beginning of period |
$11.39 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
Net investment income |
0.05 |
|
0.01 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.97 |
) |
1.38 |
|
Total income (loss) from investment operations |
(0.92 |
) |
1.39 |
|
Less distributions: |
|
|
|
|
Dividends from net investment income |
(0.04 |
) |
– |
|
Distributions from net realized gains |
(0.71 |
) |
– |
|
Total distributions |
(0.75 |
) |
– |
|
Net asset value, end of period |
$9.72 |
|
$11.39 |
|
Total returnC |
(6.67 |
)% |
13.90 |
%B |
Ratios and supplemental data: |
|
|
|
|
Net assets, end of period |
$5,293,291 |
|
$5,124,948 |
|
Ratios to average net assets: |
|
|
|
|
Expenses, before reimbursements |
2.84 |
% |
4.32 |
%D |
Expenses, net of reimbursements |
0.89 |
% |
0.89 |
%D |
Net investment (loss), before expense reimbursements |
(1.47 |
)% |
(3.34 |
)%D |
Net investment income, net of reimbursements |
0.48 |
% |
0.08 |
%D |
Portfolio turnover rate |
56 |
% |
22 |
%E |
A |
Commencement of operations. |
B |
Not annualized. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Annualized. |
E |
Portfolio turnover rate is for the period from September 12, 2017 through June 30, 2018 and is not annualized. |
60 |
Prospectus – Additional Information |
American Beacon Shapiro SMID Cap Equity Fund |
||||
|
Y Class |
|||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
September 12, 2017A to June 30, 2018 |
||
Net asset value, beginning of period |
$11.39 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
Net investment income |
0.04 |
|
0.01 |
|
Net gains (losses) on investments (both realized and unrealized) |
(0.97 |
) |
1.38 |
|
Total income (loss) from investment operations |
(0.93 |
) |
1.39 |
|
Less distributions: |
|
|
|
|
Dividends from net investment income |
(0.04 |
) |
– |
|
Distributions from net realized gains |
(0.71 |
) |
– |
|
Total distributions |
(0.75 |
) |
– |
|
Net asset value, end of period |
$9.71 |
|
$11.39 |
|
Total returnC |
(6.76 |
)% |
13.90 |
%B |
Ratios and supplemental data: |
|
|
|
|
Net assets, end of period |
$398,161 |
|
$215,795 |
|
Ratios to average net assets: |
|
|
|
|
Expenses, before reimbursements |
2.87 |
% |
5.69 |
%D |
Expenses, net of reimbursements |
0.99 |
% |
0.99 |
%D |
Net investment (loss), before expense reimbursements |
(1.47 |
)% |
(4.47 |
)%D |
Net investment income, net of reimbursements |
0.41 |
% |
0.22 |
% |
Portfolio turnover rate |
56 |
% |
22 |
%E |
A |
Commencement of operations. |
B |
Not annualized. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Annualized. |
E |
Portfolio turnover rate is for the period from September 12, 2017 through June 30, 2018 and is not annualized. |
Prospectus – Additional Information |
61 |
American Beacon Shapiro SMID Cap Equity Fund |
||||
|
Investor Class |
|||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
September 12, 2017A to June 30, 2018 |
||
Net asset value, beginning of period |
$11.36 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
Net investment income (loss) |
0.04 |
|
(0.01 |
) |
Net gains (losses) on investments (both realized and unrealized) |
(1.00 |
) |
1.37 |
|
Total income (loss) from investment operations |
(0.96 |
) |
1.36 |
|
Less distributions: |
|
|
|
|
Dividends from net investment income |
(0.04 |
) |
– |
|
Distributions from net realized gains |
(0.71 |
) |
– |
|
Total distributions |
(0.75 |
) |
– |
|
Net asset value, end of period |
$9.65 |
|
$11.36 |
|
Total returnB |
(7.06 |
)% |
13.60 |
%C |
Ratios and supplemental data: |
|
|
|
|
Net assets, end of period |
$1,119,472 |
|
$352,882 |
|
Ratios to average net assets: |
|
|
|
|
Expenses, before reimbursements |
3.87 |
% |
6.12 |
%D |
Expenses, net of reimbursements |
1.27 |
% |
1.27 |
%D |
Net investment (loss), before expense reimbursements |
(2.44 |
)% |
(5.09 |
)%D |
Net investment income (loss), net of reimbursements |
0.16 |
% |
(0.24 |
)%D |
Portfolio turnover rate |
56 |
% |
22 |
%E |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Portfolio turnover rate is for the period from September 12, 2017 through June 30, 2018 and is not annualized. |
62 |
Prospectus – Additional Information |
Additional Information
Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Funds' website at www.americanbeaconfunds.com.
Annual Report/Semi-Annual Report
The Funds' Annual and Semi-Annual Reports list each Fund's actual investments as of the report's date. They also include a discussion by the Manager of market conditions and investment strategies that significantly affected the Funds' performance. The report of the Funds' independent registered public accounting firm is included in the Annual Report.
SAI
The SAI contains more details about the Funds and their investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the SEC.
To obtain more information about the Funds or to request a copy of the documents listed above:
By Telephone: |
Call
|
By Mail: |
American Beacon Funds
|
By E-mail: |
americanbeaconfunds@ambeacon.com |
On the Internet: |
Visit our website at www.americanbeaconfunds.com
|
The SAI and other information about the Funds are available on the EDGAR Database on the SEC's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The SAI and other information about the Funds may also be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
American Beacon is a registered service mark of American Beacon Advisors, Inc. The American Beacon Funds, American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, American Beacon Alpha Quant Value Fund, American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund are service marks of American Beacon Advisors, Inc. |
|
SEC File Number 811-04984
Appendix A
GLOSSARY
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
|
Advisers Act |
Investment Advisers Act of 1940, as amended |
|
American Beacon or Manager
|
American Beacon Advisors, Inc. |
|
BDCs |
Business Development Companies |
|
Beacon Funds |
American Beacon Funds |
|
Board |
Board of Trustees |
|
Brexit |
The United Kingdom’s departure from the European Union |
|
Capital Gains Distributions |
Distributions of realized net capital gains |
|
Denial of Services |
A cybersecurity incident that results in customers or employees being unable to access electronic systems |
|
Dividends |
Distributions of most or all of a Fund's net investment income |
|
DRD |
Dividends-received deduction |
|
Equity REIT |
Income producing real estate that are owned and often operated by a REIT |
|
ETF |
Exchange-Traded Fund |
|
EU |
European Union |
|
Forwards |
Forward Currency Contracts |
|
Hybrid REIT |
The combination of equity REITs and mortgage REITs |
|
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 |
|
Management Agreement |
The Fund’s Management Agreement with the Manager |
|
MLP |
Master Limited Partnership |
|
Mortgage REIT |
Mortgage secured by loans on income producing real estate |
|
NAV |
Fund's net asset value |
|
NYSE |
New York Stock Exchange |
|
Other Distributions |
Distributions of net gains from foreign currency transactions |
|
QDI |
Qualified Dividend Income |
|
REIT |
Real Estate Investment Trust |
|
SAI |
Statement of Additional Information |
|
SEC |
U.S. Securities and Exchange Commission |
|
Securities Act |
Securities Act of 1933, as amended |
|
State Street |
State Street Bank and Trust Company |
|
SVP |
Signature Validation Program |
|
Trust |
American Beacon Funds |
|
UGMA |
Uniform gifts to minor |
|
UK |
United Kingdom |
|
UTMA |
Uniform transfers to minor |
Prospectus – Appendix |
A-1 |
|
|
|
Statement of Additional Information
October 28, 2019
This Statement of Additional Information should be read in conjunction with the prospectus dated October 28, 2019 (the "Prospectus") for the American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, American Beacon Alpha Quant Value Fund, American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund (each individually a "Fund," and collectively the "Funds"), each a separate series of American Beacon Funds, a Massachusetts business trust. Copies of the Prospectus may be obtained without charge by calling (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 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 D.
The Funds' Annual Reports to shareholders for the fiscal year ended June 30, 2019 and the financial statements and accompanying notes appearing therein are incorporated by reference into this SAI. Copies of the Funds' Annual and Semi-Annual Reports may be obtained, without charge, upon request by calling (800) 658-5811 or visiting www.americanbeaconfunds.com.
1 |
|
1 |
|
Additional Information About Investment Strategies and Risks |
1 |
8 |
|
9 |
|
11 |
|
11 |
|
11 |
|
13 |
|
13 |
|
24 |
|
24 |
|
24 |
|
27 |
|
28 |
|
32 |
|
33 |
|
34 |
|
36 |
|
36 |
|
41 |
|
41 |
|
Appendix A: Proxy Voting Policy and Procedures for the Trust |
A-1 |
B-1 |
|
C-1 |
|
D-1 |
ORGANIZATION AND HISTORY OF THE FUNDS
Each Fund is a separate series of the American Beacon Funds, 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. The American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund and American Beacon Alpha Quant Value Fund are diversified, and the American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund are "non-diversified" as those terms are defined by the Investment Company Act. Each Fund is comprised of multiple classes of shares designed to meet the needs of different groups of investors. This SAI relates to the Y Class, Institutional Class and Investor Class shares of the Funds.
NON-DIVERSIFIED STATUS
For the American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund
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 objective 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 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. 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".
Strategy/Risk |
Alpha Quant Core Fund |
Alpha Quant Dividend Fund |
Alpha Quant Quality Fund |
Alpha Quant Value Fund |
Shapiro Equity Opportunities Fund |
Shapiro SMID Cap Equity Fund |
Borrowing Risk |
X |
X |
X |
X |
X |
X |
Cash Equivalents |
X |
X |
X |
X |
X |
X |
Common Stock |
X |
X |
X |
X |
X |
X |
Cover and Asset Segregation |
X |
X |
X |
X |
X |
X |
Cybersecurity Risk |
X |
X |
X |
X |
X |
X |
Depositary Receipts - American Depositary Receipts (ADRs) |
X |
X |
X |
X |
|
|
Derivatives |
X |
X |
X |
X |
X |
X |
Expense Risk |
X |
X |
X |
X |
X |
X |
Fixed-Income Investments |
|
|
|
|
X |
X |
Futures Contracts |
X |
X |
X |
X |
X |
X |
Growth Companies Risk |
X |
X |
X |
X |
|
|
Illiquid and Restricted Securities |
|
|
|
|
X |
X |
Index Futures Contracts |
X |
X |
X |
X |
X |
X |
Initial Public Offerings |
|
|
|
|
X |
X |
Interfund Lending |
X |
X |
X |
X |
X |
X |
Issuer Risk |
X |
X |
X |
X |
X |
X |
Large Capitalization Companies Risk |
X |
X |
X |
X |
X |
X |
Market Events |
X |
X |
X |
X |
X |
X |
Mid-Capitalization Companies Risk |
X |
X |
X |
X |
X |
X |
Model and Data Risk |
X |
X |
X |
X |
|
|
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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. Borrowing may exaggerate changes in a Fund's NAV and in its total return. Interest expense and other fees associated with borrowing may reduce a Fund's return.
Cash Equivalents — Cash equivalents include shares of money market funds, certificates of deposit, time deposits, bearer deposit notes, bankers' acceptances, government obligations, commercial paper, short-term corporate debt securities and repurchase agreements.
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. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.
CDs are issued against funds deposited in an eligible bank (including its domestic and foreign branches, subsidiaries and agencies), are for a definite period of time, earn a specified rate of return and are normally negotiable. 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.
Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.
Common Stock — Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or traded over-the-counter. OTC stock may be less liquid than exchange-traded stock.
Cover and Asset Segregation — A Fund may 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 guidance from the SEC with respect to coverage of certain investments and trading practices. This guidance requires segregation (which may include earmarking) by a Fund of cash or liquid assets with its custodian or a designated sub-custodian to the extent a Fund's obligations with respect to these strategies are not otherwise "covered" through ownership of the underlying security or financial instrument or by offsetting portfolio positions.
For example, if a Fund enters into a currency forward contract to sell foreign currency on a future date, a Fund may cover its obligation to deliver the foreign currency by segregating cash or liquid assets having a value at least equal to the value of the deliverable currency on a marked-to-market basis. Alternatively, a Fund could cover its obligation by entering into an offsetting transaction to acquire, on or before the date such foreign currency must be delivered, an amount of foreign currency at least equal to the deliverable amount at a price at or below the sale price to be received by a Fund under the currency forward contract.
A Fund's approach to asset coverage may vary among different types of transactions. For example, if a Fund's forward obligation on the transaction is only to make a cash payment equal to the amount, if any, by which the value of the Fund's position is less than that of its counterparty, the Fund will segregate cash or liquid assets equal to that difference calculated on a daily marked-to-market basis (a "net amount"). Additionally, if a Fund is a protection seller in a credit default swap, the Fund, depending on how the credit default swap is settled, usually will segregate assets equal to the full notional value of the swap. If a Fund is a protection buyer in a credit default swap, depending on how the credit default swap is settled, it usually will cover the total amount of required premium payments plus the prepayment penalty.
With respect to certain investments, 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 (the "net amount").
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Inasmuch as a Fund covers its obligations under these transactions as described above, American Beacon Advisors, Inc. (the "Manager") and a Fund believe such obligations do not constitute senior securities. 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.
Cybersecurity 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. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber-attacks affecting the Funds or their sub-advisors, custodian, 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 customer data or funds, impact the Funds' ability to calculate their NAV, 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 customers or employees 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 issues or securities in which the Funds may invest, which could result in material adverse consequences for such issuers and may cause the Funds' investment in such companies to lose value.
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 employees 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 Fund 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. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which a Fund invests, counterparties with which a Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions and other parties. Although the Funds, the Manager and the sub-advisors endeavor to determine that service providers have established risk management systems that seek to reduce the risks associated with cybersecurity, and business continuity plans in the event there is a cybersecurity breach, there are inherent limitations in these systems and plans, including the possibility that certain risks may not have been identified, 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 the Fund invests or the Fund's third party service providers or trading counterparties or any other service providers whose operations may affect the Fund or its shareholders.
Depositary Receipts — American Depositary Receipts — ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards. In addition, a Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle a Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.
Derivatives — Generally a derivative is a financial arrangement, the value of which is based on, or "derived" from, a traditional security, asset, currency, or market index. Some "derivatives" such as mortgage-related and other asset-backed securities are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. 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 (reference assets).
A Fund may invest in various types of derivatives, including, among others, forwards for currency hedges, warrants, rights, structured products and other derivative instruments. The enactment of the Dodd-Frank Act 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 the Dodd-Frank Act, the SEC and the CFTC have promulgated a broad range of new regulations with respect to security-based swaps (e.g., derivatives based on a single security or narrow-based securities index) which are regulated by the SEC, and other swaps which are regulated by the CFTC and the markets in which these instruments trade.
Prior to 2012, advisers of registered investment companies like the Funds that trade commodity interests (such as futures contracts, options on futures contracts, non-deliverable forwards and swaps), were excluded from regulation as CPOs pursuant to CFTC Regulation 4.5. In 2012, the CFTC amended Regulation 4.5 to dramatically narrow this exclusion. Under the amended Regulation 4.5 exclusion, in order to rely on the exclusion a Funds' commodity interests other than those used for bona fide hedging purposes (as defined by the CFTC) — must be 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 that are "in-the-money" at the time of purchase) do not exceed 5% of a Fund's NAV, or alternatively, the aggregate net notional value of the positions, determined at the time the most recent position was established, does 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 amended 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."
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The Manager, on behalf of each Fund, has filed a notice claiming the CFTC Regulation 4.5 exclusion from CPO registration with respect to each Fund. The Manager is also exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Funds.
Derivatives may involve significant risk. 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.
Transactions in derivatives may expose a Fund to an obligation to another party and, as a result, a Fund may need to "cover" the obligation or segregate liquid assets in compliance with SEC guidelines, as discussed above under "Cover and Asset Segregation."
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, including government and 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 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. 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. 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 may result in a Fund having to reinvest its proceeds in lower yielding securities. 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.
Futures Contracts — Futures contracts, including interest rate and treasury futures contracts, obligate the purchaser to take delivery of, or cash settle, a specific amount of an obligation underlying the futures 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. Futures contracts will be traded for the same purposes as entering into forward contracts. 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 or U.S. Government 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. 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.
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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 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 a 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. 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.
Growth Companies Risk — Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices of these stocks may go down, even if earnings showed an absolute increase. Growth company stocks may lack the dividend yield that can cushion stock prices in market downturns. Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. A Fund's investments in growth stocks may underperform value or non-growth stocks that have a broader investment style.
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. 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. 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. 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.
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. In addition, a Fund may get only limited information about an issuer, 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.
In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A 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, that Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of a Fund's illiquidity. The Manager or a sub-advisor, as applicable, may determine that certain securities qualified for trading under Rule 144A are liquid. 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.
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 ("Section 4(a)(2) 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. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. 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.
The Manager and the applicable sub-advisors will carefully monitor a Fund's investments in Section 4(a)(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(a)(2) securities could have the effect of reducing a Fund's liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
Index Futures Contracts — A Fund may invest in Index Futures Contracts for investment purposes, including for short-term cash management purposes. Like other futures contracts, Index Futures Contracts are derivatives. For a further discussion of the risks of derivatives instruments, see "Derivatives."
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An Index Futures Contract is a U.S. futures contract traded on an exchange that has been designated a "contract market" by the CFTC and must be executed through a futures commission merchant, or brokerage firm, which is a member of the relevant contract market. Index Futures Contracts are traded on a number of exchanges and generally are cash settled.
At the same time an Index Futures Contract on an index is purchased or sold, a Fund must allocate cash or securities as a deposit payment ("initial deposit") based on the contract's face value. Daily thereafter, the futures contract is valued and the payment of "variation margin" may be required.
Initial Public Offerings — A Fund can invest in IPOs. By definition, securities issued in IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include, among others, the fact that there may only be a limited number of shares available for trading. The market for those securities may be unseasoned. The issuer may have a limited operating history. These factors may contribute to price volatility. The limited number of shares available for trading in some IPOs may also make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental state companies, without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap companies that are undercapitalized.
Interfund Lending — Pursuant to an order issued by the SEC, the American Beacon Funds may participate in a credit facility whereby each American Beacon Fund, under certain conditions, is permitted to lend money directly to and borrow directly from other American Beacon Funds 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 areas 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 the Funds liquidate portfolio securities to meet redemption requests, they often do 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 the Funds' need to borrow from banks, the Funds remain 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.
Large Capitalization Companies Risk — The securities of large market capitalization companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities and may be unable to attain high growth rates during periods of economic expansion.
Market Events — Turbulence in the economic, political and financial system has historically resulted, and may continue to result, in an unusually high degree of volatility in the capital markets. Both domestic and foreign capital markets have experienced increased volatility and turmoil. Issuers that have exposure to the real estate, mortgage or credit markets, for example, may be particularly affected, and it is uncertain whether or for how long these conditions could continue.
Reduced liquidity in equity, credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in small or emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their security prices. These events and possible continued market turbulence may have an adverse effect on a Fund.
Mid-Capitalization Companies Risk — Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in more established companies with larger capitalization. Since mid-capitalization companies may have limited operating history, product lines and financial resources, the securities of these companies may lack sufficient market liquidity and can be sensitive to expected changes in interest rates, borrowing costs and earnings.
Model and Data Risk - The sub-advisor relies heavily on proprietary quantitative models (each, a "Model") and information and data both developed by the sub-advisor and those supplied by third parties (collectively, "Data"). Models and Data are used to construct investment decisions and orders, to value potential and actual investments (including, without limitation, for trading purposes), to provide risk management insights and to assist in hedging a Fund's investments. Models and Data are known to have errors, omissions, imperfections and malfunctions (collectively, "System Events"). System Events in third-party Data are generally entirely outside of the control of the sub-advisor.
The research and modeling processes engaged in by the sub-advisor are extremely complex and involves 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 measures and processes in an effort to mitigate potential errors 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 chances that Model code may contain one or more coding errors; one or more of such coding errors could adversely affect a Funds' investment performance. It is highly likely, based upon the complexities of the quantitative investment process that certain Model code errors will not be identified and even if identified an appropriate solution for correcting the Model code error may not be known.
System Events may result in, among other things, the failure to properly gather and organize available data, the execution of unanticipated trades, the failure to execute anticipated trades, delays to the execution of anticipated trades, the failure to properly allocate trades, the failure to take certain
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hedging or risk reducing actions and/or the taking of actions which increase certain risk(s) — all of which may negatively impact a Fund's portfolio and/ or its returns. In addition, if incorrect Data is fed into a Model, it may lead to a System Event. Even if Data is input correctly, "model prices" may differ substantially from market prices, especially for securities with complex characteristics, such as derivatives. A Fund will bear the risks associated with the reliance on Models and Data and all losses related to System Events unless otherwise determined by the sub-advisor in accordance with its internal policies or as may be required by applicable law.
Other Investment Company Securities and Exchange-Traded Products — A Fund at times may invest in shares of other investment companies and exchange-traded products, including open-end funds, closed-end funds, BDCs, ETFs, ETNs, and interests in unit investment trusts. A Fund may invest in investment company securities advised by the Manager or a sub-advisor. 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. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for a Fund in its Prospectus, if applicable. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
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. If a Fund invests in money market funds shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which a Fund invests, including such fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
A Fund may purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, a Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, a Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF's shares may trade at a discount or premium to their NAV per share; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. A Fund may also invest in ETNs, which are structured debt securities. Whereas ETFs' liabilities are secured by their portfolio securities, ETNs' liabilities are unsecured general obligations of the issuer. ETFs and ETNs have expenses associated with their operation, typically including, with respect to ETFs, advisory fees.
BDCs are a specialized form of closed-end fund that invest generally in small developing companies and financially troubled businesses. BDCs invest in private companies and thinly traded securities of public companies, including debt instruments. Generally, little public information exists for private and thinly traded companies and there is a risk that investors may not be able to make fully informed investment decisions. Many debt investments in which a BDC may invest will not be rated by a credit rating agency and will be below investment grade quality. Risks faced by BDCs include: competition for limited BDC investment opportunities; the liquidity of a BDC's private investments; uncertainty as to the value of a BDC's private investments; risks associated with access to capital and leverage; and reliance on the management of a BDC. The Fund's investments in BDCs are similar and include portfolio company risk, leverage risk, market and valuation risk, price volatility risk and liquidity risk.
Each 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 the Fund's total assets with respect to any one investment company and (iii) 10% of the Fund's total assets in all investment companies in the aggregate. However, 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 the Fund, to invest in the ETF or other investment company in excess of the limits described above.
The SEC has proposed revisions to the rules permitting funds to invest in other investment companies. The SEC has also proposed rescinding most prior exemptive orders permitting fund of funds arrangements and certain fund of fund rules and SEC staff guidance. The proposed revisions and the related rescissions could alter the operations of fund of funds by limiting their investments in unaffiliated funds and direct investments and potentially imposing restrictions on their ability to redeem the investment company shares they hold.
Preferred Stock — A preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership but does not have the seniority of a bond, and its participation in the issuer's growth may be limited. Preferred stock generally has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is set at a fixed or variable rate, in some circumstances it can be changed or omitted by the issuer. Preferred stocks are subject to the risks associated with other types of equity securities, as well as additional risks, such as credit risk, interest rate risk, potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.
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Real Estate Related Investments — A Fund may gain exposure to the real estate sector by investing in real estate-linked derivatives, REITs, and common, preferred and convertible securities of issuers in real estate-related industries. Adverse economic, business or political developments affecting real estate could have a major effect on the value of a Fund's investments. Investing in securities issued by real estate and real estate-related companies may subject a Fund to risks associated with the direct ownership of real estate. Changes in interest rates, debt leverage ratios, debt maturity schedules, and the availability of credit to real estate companies may also affect the value of a Fund's investment in real estate securities. Real estate securities are dependent upon specialized management skills at the operating company level, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of properties. Real estate securities are also subject to heavy cash flow dependency and defaults by borrowers. The real estate industry tends to be cyclical. Such cycles may adversely affect the value of a Fund's portfolio. A Fund will indirectly bear a proportionate share of a REIT's ongoing operating fees and expense. In addition, a REIT is subject to the possibility of failing to (a) qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code and (b) maintain exemption eligibility from Investment Company Act registration requirements.
Securities Loan Transactions — Securities loan transactions involve the lending of securities to a broker-dealer or institutional investor for its use in connection with short sales, arbitrages or other security transactions. The purpose of a securities loan transaction is to capture any demand premium paid by the borrower and to enable a Fund to continue to have the benefits of owning the securities loaned and at the same time earn fee income or income on the reinvestment of any cash collateral that it receives. Cash collateral received through securities loan transactions may be invested only in those categories of high quality liquid securities previously authorized by the Board. Please see the "Lending of Portfolio Securities" section for additional information.
Securities loans will be made in accordance with the following conditions: (1) a Fund receives collateral 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 in an amount at least equal to the value of the loaned securities; (2) the borrower is required to provide additional collateral if collateral value falls below the required level; (3) a Fund is able to terminate the loan at any time upon one standard settlement period's notice; (4) a Fund receives reasonable interest or other return on the loan or a flat fee from the borrower, as well as amounts approximately equivalent to any dividends, interest or other distributions on the securities loaned, and is entitled to the benefit of any increase in market value of the loaned securities; (5) a Fund may pay reasonable custodian or other fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, but a Fund is entitled to terminate the loan in order to be able to vote the loaned securities.
While there may be delays in recovery of loaned securities or even unindemnified losses should the borrower fail financially or otherwise default, loans will be made only to firms deemed to be acceptable credit risks pursuant to procedures adopted by the Board.
Small Capitalization Companies Risk — Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources. The securities of these companies may lack sufficient market liquidity and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
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. 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 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. U.S. Treasury obligations are subject to credit risk and interest rate risk.
Valuation Risk — This is the risk that a Fund has valued certain securities at a price different from the price at which they can be sold. This risk may be especially pronounced for investments, such as certain derivatives, which may be illiquid or which may become illiquid.
Value Companies Risk — Value companies are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While a Fund's investments in value stocks may limit its downside risk over time, a Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. A Fund's investments in value stocks may underperform growth or non-value stocks that have a broader investment style.
OTHER INVESTMENT STRATEGIES AND RISKS
In addition to the investment strategies and risks described in the Prospectus:
Each Fund may (except where indicated otherwise):
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
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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. When purchasing securities on a when-issued or forward commitment basis, a segregated amount of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
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.
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.
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-advisors, as applicable, attempt to minimize this risk by entering into repurchase agreements only with financial institutions that are deemed to be of good financial standing.
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, a 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 a Fund. For this purpose, "all of a Fund's investable assets" means that the only investment securities that will be held by a Fund will be a Fund's interest in the investment company.
The Funds 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 all the Funds except the American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity 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 that Fund's outstanding interests. "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 (unless otherwise indicated):
Purchase or sell real estate or real estate limited partnership interests, provided, however, that a Fund may 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.
Invest in physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a 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).
Engage in the business of underwriting securities issued by others, except to the extent that, in connection with the disposition of securities, a Fund may be deemed an underwriter under federal securities law.
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 a Fund's investment objective, policies and limitations, or (iv) by engaging in repurchase agreements with respect to portfolio securities.
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.
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 shall not constitute borrowing.
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Invest more than 5% of its total assets (taken at market value) in securities of any one issuer, other than obligations issued by the U.S. Government, its agencies and instrumentalities, or purchase more than 10% of the voting securities of any one issuer, with respect to 75% of a Fund's total assets.
Invest more than 25% of its assets in the securities of companies primarily engaged in any particular industry or group of industries provided that: (i) this limitation does not apply to obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities; and (ii) municipalities and their agencies and authorities are not deemed to be industries. For purposes of this restriction, the Fund will regard only tax-exempt securities issued by municipalities and their agencies not to be an industry.
Fundamental Investment Restrictions. The following discusses the investment policies of the American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity 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 that Fund's outstanding interests. "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 (unless otherwise indicated):
Purchase or sell real estate or real estate limited partnership interests, provided, however, that a Fund may 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.
Invest in physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a 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).
Engage in the business of underwriting securities issued by others, except to the extent that, in connection with the disposition of securities, a Fund may be deemed an underwriter under federal securities law.
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 with respect to portfolio securities.
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.
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 shall not constitute borrowing.
Invest more than 25% of its 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.
All Funds
The above percentage limits (except the limitation to 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 effected. With respect to the fundamental investment restriction relating to making loans set forth in number 4 above, 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 each Fund's policy relating to issuing senior securities set forth 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 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 Funds' 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.
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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:
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
Purchase securities on margin or effect short sales, except that a Fund may obtain such short term credits as may be necessary for the clearance of purchases or sales of securities.
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 a 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 a 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.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Funds publicly disclose portfolio holdings information as follows:
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);
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);
a complete list of holdings for each of the Alpha Quant Funds as of the end of each month on the Funds' website (www.americanbeaconfunds.com) approximately twenty days after the end of the month; and
a complete list of holdings for each of the Shapiro Funds as of the end of each quarter on the Funds' website (www.americanbeaconfunds.com) approximately sixty days after the end of the quarter; and
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 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 a Policy and Procedures for Disclosure of Portfolio Holdings Information. 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-advisors 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
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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 |
Abel Noser |
Transaction cost analysis for the Manager |
Complete list on daily basis with no lag |
Axioma |
Performance and portfolio analytics reporting |
Complete list on daily basis with no lag |
Bloomberg, L.P. |
Performance and portfolio analytics reporting |
Complete list on daily basis with no lag |
Elkins McSherry LLC |
Trade execution cost analysis for Alpha Quant Advisors, LLC |
Complete list on daily basis with no lag |
eVestment |
Performance and portfolio analytics reporting for Shapiro Capital Management LLC |
Complete list on daily basis with no lag |
FactSet Research Systems, Inc. |
Performance and portfolio analytics reporting for the Manager and sub-advisors |
Complete list on daily basis with no lag |
Glass, Lewis & Co., LLC |
Proxy voting research provider to sub-advisor |
Complete list on daily basis with no lag |
Institutional Shareholder Services (“ISS”) |
Share recall services provider to the Manager |
Complete list on daily basis with no lag |
PricewaterhouseCoopers LLP |
Funds' independent registered public accounting firm |
Complete list on annual basis with no lag |
ProxyEdge |
Proxy voting research provider to sub-advisors for Shapiro Capital Management LLC |
Complete list on daily basis with no lag |
SS&C/Advent |
Portfolio Accounting, Management, Performance Measurement Reporting for Alpha Quant Advisors, LLC |
Complete list on daily basis with no lag |
State Street Bank and Trust Co. and its designated foreign sub-custodians |
Securities lending agent for Funds that participate in securities lending, Funds' custodian and foreign custody manager, and foreign sub-custodians |
Complete list on daily basis with no lag |
Telemet |
Performance and portfolio analytics reporting for Shapiro Capital Management LLC |
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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:
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;
Holdings may only be disclosed as of a month-end date;
12 |
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
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 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 Advisors, Inc. ("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 Chief Compliance Officer. 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 its 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.
13 |
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. 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-fourths 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 32 series within the American Beacon Funds, 1 series within the American Beacon Institutional Funds Trust, 1 series within the American Beacon Select Funds, 1 series within the American Beacon Sound Point Enhanced Income Fund, 1 series within the American Beacon Apollo Total Return Fund, and the American Beacon Sound Point Alternative Lending Fund, which currently has no series. The same persons who constitute the Board of the Trust also constitute the Board of Trustees of the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, the American Beacon Sound Point Alternative Lending Fund, the American Beacon Apollo Total Return Fund, and the American Beacon Select Funds and each Trustee oversees the Trusts' combined 36 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 Emeritus and Retirement Policy 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.*
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Name (Age)* |
Position and Length of Time Served on the American Beacon Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
INTERESTED TRUSTEE |
|
|
|
|
|
Alan D. Feld** (82) |
Trustee since 2019 |
Trustee of American Beacon Funds since 1996
|
Trustee since 2017 |
Trustee since 2018 |
Partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP (law firm) (1960-Present). |
NON-INTERESTED TRUSTEES |
|
|
|
|
|
Gilbert G. Alvarado (49) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Director, Kura MD, Inc. (local telehealth organization) (2015-Present); Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-Present); Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-Present); Director, Innovative North State (2012-2015); Director, Sacramento Regional Technology Alliance (2011-2016); Director, Women’s Empowerment (2009-2014); Director, Valley Healthcare Staffing (2017-Present). |
Joseph B. Armes (57) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Chairman & CEO, CSW Industrials, Inc. (NASDAQ: CSWI) (2015-Present); Chairman of the Board of Capital Southwest Corporation (NASDAQ: CSWC), predecessor to CSW Industrials, Inc. (2014-2017); CEO Capital Southwest Corporation (2013-2015); President & CEO JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer NYSE: RSPP)(2013-2018). |
Gerard J. Arpey (61) |
Trustee since 2019 |
Trustee since 2012 |
Trustee since 2017 |
Trustee since 2018 |
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). |
Brenda A. Cline (58) |
Chair since 2019
Trustee since 2019
|
Chair since 2019
Vice Chair 2018
Trustee since 2004
|
Chair since 2019
Vice Chair 2018
Trustee since 2017
|
Chair since 2019
Vice Chair 2018
Trustee since 2018
|
Chief Financial Officer, Treasurer and Secretary, Kimbell Art Foundation (1993-Present); Director, Tyler Technologies, Inc. (software) (NYSE:TYL) (2014-Present); Director, Range Resources Corporation (oil and natural gas company) (NYSE: RRC) (2015-Present); Trustee, Cushing Closed-End Funds (3) and Open-End Funds (1) and ETFs (4) (2017-Present). |
15 |
Eugene J. Duffy (65) |
Trustee since 2019 |
Trustee since 2008 |
Trustee since 2017 |
Trustee since 2018 |
Managing Director, Global Investment Management Distribution, Mesirow Financial (2016-Present); Managing Director, Institutional Services, Intercontinental Real Estate Corporation (2014-Present); Principal and Executive Vice President, Paradigm Asset Management (1994-2014). |
Claudia A. Holz (62) |
Trustee since 2019 |
Trustee since 2018 |
Trustee since 2018 |
Trustee since 2018 |
Partner, KPMG LLP (1990-2017). |
Douglas A. Lindgren (57) |
Trustee since 2019 |
Trustee since 2018 |
Trustee since 2018 |
Trustee since 2018 |
CEO North America, Carne Global Financial Services (2016-2017); Consultant, Carne Financial Services (2017-Present); Managing Director, IPS Investment Management and Global Head, Content Management, UBS Wealth Management (2010-2016). |
Richard A. Massman (76) |
Trustee since 2019 |
Chair Emeritus since 2019
Chair 2008 - 2018
Trustee since 2004
|
Chair Emeritus since 2019
Chair 2017 - 2018
Trustee since 2017
|
Chair Emeritus since 2019
Chair 2018
Trustee since 2018
|
Consultant and General Counsel Emeritus (2009-Present), Hunt Consolidated, Inc. (holding company engaged in oil and gas exploration and production, refining, real estate, farming, ranching and venture capital activities). |
Barbara J. McKenna (56) |
Trustee since 2019 |
Trustee since 2012 |
Trustee since 2017 |
Trustee since 2018 |
President/Managing Principal, Longfellow Investment Management Company (2005-Present). |
R. Gerald Turner (73) |
Trustee since 2019 |
Trustee since 2001 |
Trustee since 2017 |
Trustee since 2018 |
President, Southern Methodist University (1995-Present); Director, J.C. Penney Company, Inc. (NYSE: JCP) (1996-Present); Director, Kronus Worldwide Inc. (chemical manufacturing) (2003-Present). |
* The Board has adopted a retirement policy that requires Trustees, other than Mr. Feld, to retire no later than the last day
of the calendar year in which they reach the age of 75. The Board has approved a waiver from the retirement policy with respect
to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the
age of 76.
** Mr. Feld is deemed to be an "interested person" of the Trust, as defined by the Investment Company Act. Mr. Feld's law firm of Akin, Gump, Strauss, Hauer & Feld LLP has provided legal services within the past two fiscal years to one or more sub-advisors to certain funds in the American Beacon Funds Complex.
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.
16 |
Alan D. Feld: Mr. Feld has extensive experience as a business attorney, organizational management experience as chairman of a law firm, experience as a director of several publicly held companies, service as a trustee of a private university and a board member of a hospital, 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.
Richard A. Massman: Mr. Massman has extensive experience as a business attorney, organizational management experience as a founding member of a law firm, experience as a senior vice president and general counsel of a large private company, service as the chairman and director of several foundations, including services on their Investment Committees and Finance Committees, chairman of a governmental board, chairman of various professional organizations and multiple years of service as a Trustee and as Independent Chair.
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.
R. Gerald Turner: Mr. Turner has extensive organizational management experience as president of a private university, service as a director and member of the audit and governance committees of various publicly held companies, service as a member to several charitable boards, 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 Ms. Holz, and Messrs. Duffy and Alvarado (Chair). Ms. Cline, as Chair of the Board, serves on the Audit Committee in an ex-officio non-voting capacity. None of the members of the committee are "interested persons" of the Trust, as defined by the Investment Company Act. 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 Fund(s) 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 June 30, 2019.
The Trust has a Nominating and Governance Committee ("Nominating Committee") that is comprised of Messrs. Massman (Chair), Feld, and Turner, and Ms. Cline. 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 Bylaws of the Trust. The Nominating and Governance Committee met four (4) times during the fiscal year ended June 30, 2019.
The Trust has an Investment Committee that is comprised of, Ms. McKenna (Chair), Messrs. Armes, Arpey, and Lindgren. 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 Fund(s); (b) to evaluate recommendations by the Manager regarding the hiring or removal of designated sub-advisors to the Fund(s); (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 Fund(s); 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 June 30, 2019.
Trustee Ownership in the Funds
The following tables show the amount of equity securities owned in the American Beacon Funds Complex by the Trustees as of the calendar year ended December 31, 2018.
17 |
|
INTERESTED TRUSTEE |
|
Feld |
American Beacon Alpha Quant Core Fund |
None |
American Beacon Alpha Quant Dividend Fund |
None |
American Beacon Alpha Quant Quality Fund |
None |
American Beacon Alpha Quant Value Fund |
None |
American Beacon Shapiro Equity Opportunities Fund |
None |
American Beacon Shapiro SMID Cap Equity Fund |
None |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
Over $100,000 |
NON-INTERESTED TRUSTEES |
|
|||||||||
|
Alvarado |
Armes |
Arpey |
Cline |
Duffy |
Holz |
Lindgren |
Massman |
McKenna |
Turner |
American Beacon Alpha Quant Core Fund |
None |
None |
None |
None |
None |
None |
None |
$10,001 - $50,000 |
None |
None |
American Beacon Alpha Quant Dividend Fund |
None |
None |
None |
None |
None |
None |
None |
None |
None |
None |
American Beacon Alpha Quant Quality Fund |
None |
None |
None |
None |
None |
None |
None |
$10,001 - $50,000 |
None |
None |
American Beacon Alpha Quant Value Fund |
None |
None |
None |
None |
None |
None |
None |
$10,001 - $50,000 |
None |
None |
American Beacon Shapiro Equity Opportunities Fund |
None |
None |
None |
None |
None |
None |
None |
None |
None |
None |
American Beacon Shapiro SMID Cap Equity Fund |
None |
None |
None |
None |
None |
None |
None |
None |
None |
None |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
$10,001-$50,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
None |
None |
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 $120,000; (2) meeting attendance fee (for attendance in person or via teleconference) of (a) $10,000 for attendance by Board members for each regularly scheduled Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and (c) $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee; and (3) reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time.
Since January 1, 2019, 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 only a single $2,500 fee each quarter for her attendance at those 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.
18 |
The following table shows total compensation (excluding reimbursements) paid by the Trusts to each Trustee for the fiscal year ended June 30, 2019. |
|||
Name of Trustee |
Aggregate Compensation From the Trust |
Pension or Retirement Benefits Accrued as Part of the Trust's Expenses |
Total Compensation From the Trusts |
INTERESTED TRUSTEES |
|
|
|
Alan D. Feld1 |
$182,605 |
2 |
$193,000 |
NON-INTERESTED TRUSTEES |
|
|
|
Gilbert G. Alvarado |
$182,132 |
|
$192,500 |
Joseph B. Armes |
$170,306 |
|
$180,000 |
Gerard J. Arpey |
$170,306 |
|
$180,000 |
Brenda A. Cline |
$232,278 |
2 |
$245,500 |
Eugene J. Duffy |
$170,306 |
|
$180,000 |
Claudia A. Holz |
$170,306 |
|
$180,000 |
Douglas A. Lindgren |
$170,306 |
|
$180,000 |
Richard A. Massman1 |
$196,798 |
2 |
$208,000 |
Barbara J. McKenna |
$212,882 |
|
$225,000 |
R. Gerald Turner |
$166,521 |
2 |
$176,000 |
1 Messrs. Feld and Massman are each expected to retire as a Trustee of the Trust effective as of the close of business on December 31, 2019.
2 Upon retirement from the Board, each of these Trustees is eligible for flight benefits afforded to Trustees who served on the Boards as of June 4, 2008 as described below.
The Boards adopted a Trustee Retirement Policy and Trustee Emeritus and 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"). The Eligible Trustees are Messrs. Feld, Massman and Turner and Ms. Cline. The mandatory retirement age does not apply to Mr. Feld, and the Board has approved a waiver from the retirement policy with respect to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the age of 76. Additionally, 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.
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 commit to provide certain ongoing services and advice to the Board members and the Trusts; however, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Fund(s). Currently, there are no Trustees with Trustee Emeritus status.
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, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund.
19 |
Name (Age) |
Position and Length of Time Served on the American Beacon Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
OFFICERS |
|
|
|
|
|
Gene L. Needles, Jr. (64) |
President since 2019 |
President since 2009 |
President since 2017 |
President since 2018 |
President (2009-2018), CEO and Director (2009-Present), and Chairman (2018-Present), American Beacon Advisors, Inc.; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Investment Holdings, LLC; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present),Resolute Topco, Inc.; President (2015-2018); Director, and CEO (2015-Present), and Chairman (2018-Present), Resolute Acquisition, Inc.; President (2015-2018), Director and CEO (2015-Present), Chairman (2018-Present), Resolute Investment Managers, Inc.; Director, Chairman, President and CEO, Resolute Investment Distributors (2017-Present); Director, Chairman, President and CEO; Resolute Investment Services, Inc. (2017-Present); President and CEO, Lighthouse Holdings Parent, Inc. (2009-2015); President, CEO and Director, Lighthouse Holdings, Inc. (2009-2015); Manager, President and CEO, American Private Equity Management, LLC (2012-Present); Director, Chairman, President and CEO, Alpha Quant Advisors, LLC (2016-Present); Director, ARK Investment Management LLC (2016-Present); Director, Shapiro Capital Management LLC (2017-Present); Director, Chairman and CEO, Continuous Capital, LLC (2018-Present); President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Director and President, American Beacon Cayman Transformational Innovation Company, LTD., (2017-2018); President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); President American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Member, Investment Advisory Committee, Employees Retirement System of Texas (2017-Present); Trustee, American Beacon NextShares Trust (2015-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present); Director, Green Harvest Asset Management (2019-Present). |
20 |
Jeffrey K. Ringdahl (44) |
Vice President since 2019 |
Vice President since 2010 |
Vice President since 2017 |
Vice President since 2018 |
Director (2015-Present), President (2018-Present), Chief Operating Officer (2010-Present), Senior Vice President (2013-2018), Vice President (2010-2013), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice Present (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 & COO (2018-Present), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President (2017-Present), Resolute Investment Distributors, Inc.; Director (2017-Present), President & COO (2018-Present), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; Senior Vice President (2017-Present), Vice President (2012-2017), Manager (2015-2018), American Private Equity Management, LLC; Senior Vice President, Lighthouse Holdings Parent, Inc. (2013-2015); Senior Vice President, Lighthouse Holdings, Inc. (2013-2015); Trustee, American Beacon NextShares Trust (2015-Present); Director, Executive Vice President & COO, Alpha Quant Advisors, LLC (2016-Present); Director, Shapiro Capital Management, LLC (2017-Present); Director, Executive Vice President & COO, Continuous Capital, LLC (2018-Present); Director and Vice President, American Beacon Cayman Transformational Innovation Company, Ltd., (2017-Present); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Vice President, American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present). |
21 |
22 |
23 |
Rebecca L. Harris (52) |
Assistant Secretary since 2019 |
Assistant Secretary since 2010 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services (2015-Present); Vice President, Alpha Quant Advisors, LLC (2016-Present); Vice President, Continuous Capital, LLC (2018-Present). |
Teresa A. Oxford (61) |
Assistant Secretary since 2019 |
Assistant Secretary since 2015 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-Present); Assistant Secretary, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-Present). |
CODE OF ETHICS
The Manager, the Trust, the Distributor (as defined below), and the sub-advisors 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
From time to time, the Funds may own a security whose issuer solicits a proxy vote on certain matters. The Board seeks to ensure that proxies are voted in the best interests of each Fund's shareholders and has delegated proxy voting authority to the Manager. The Manager in turn has delegated proxy voting authority to the sub-advisor with respect to each Fund's assets under the sub-advisor's management. The Trust has adopted a Proxy Voting Policy and Procedures (the "Proxy Policy") that governs proxy voting by the Manager and sub-advisors, including procedures to address potential conflicts of interest between a Fund's shareholders and the Manager, the sub-advisors or their affiliates. The Board has approved the Manager's proxy voting policies and procedures with respect to Fund assets under the Manager's management. Please see Appendix A for a copy of the Proxy Policy. The sub-advisors' proxy voting policy and procedures are summarized (or included in their entirety) in Appendix B. The Funds' 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 the Fund's other shareholders to pay a higher pro rata portion of the Fund's expenses.
Set forth below are entities or persons that own 5% or more of the outstanding shares of a Class of a Fund as of September 30, 2019. The Trustees and officers, as a group, own 1.13% of the Institutional Class shares of the American Beacon Alpha Quant Quality Fund. All Trustees and officers, as a group, own less than 1% of all other classes of each Fund's shares outstanding.
American Beacon Alpha Quant Core Fund
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
|
13.04% |
|
37.55% |
SPECIAL CUST A/C |
|
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN ST |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC* |
|
|
45.94% |
|
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
24 |
499 WASHINGTON BLVD |
|
|
|
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
AMERICAN BEACON ADVISORS |
76.60% |
79.73% |
51.83% |
62.45% |
220 LAS COLINAS BLVD E STE 1200 |
|
|
|
|
IRVING TX 75039-5500 |
|
|
|
|
GREAT-WEST TRUST COMPANY LLC TTEE F |
|
7.23% |
|
|
EMPLOYEE BENEFITS CLIENTS 401K |
|
|
|
|
8515 E ORCHARD RD 2T2 |
|
|
|
|
GREENWOOD VILLAGE CO 80111-5002 |
|
|
|
|
* Denotes record owner of Fund shares only
American Beacon Alpha Quant Dividend Fund
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
|
|
6.31% |
|
SPECIAL CUST A/C |
|
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN ST |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
CHARLES SCHWAB & CO INC* |
|
|
|
5.61% |
SPECIAL CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN STREET |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC* |
|
|
72.50% |
|
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
499 WASHINGTON BLVD |
|
|
|
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
PERSHING LLC* |
|
5.42% |
|
|
1 PERSHING PLZ |
|
|
|
|
JERSEY CITY NJ 07399-0001 |
|
|
|
|
AMERICAN BEACON ADVISORS |
62.89% |
91.22% |
16.64% |
16.51% |
220 LAS COLINAS BLVD E STE 1200 |
|
|
|
|
IRVING TX 75039-5500 |
|
|
|
|
TD AMERITRADE INC FBO |
|
|
|
73.79% |
OUR CLIENTS |
|
|
|
|
PO BOX 2226 |
|
|
|
|
OMAHA NE 68103-2226 |
|
|
|
|
* Denotes record owner of Fund shares only
American Beacon Alpha Quant Quality Fund
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
|
|
6.60% |
55.91% |
SPECIAL CUST A/C |
|
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN ST |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
25 |
NATIONAL FINANCIAL SERVICES LLC* |
|
|
12.22% |
|
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
499 WASHINGTON BLVD |
|
|
|
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
AMERICAN BEACON ADVISORS |
92.14% |
98.87% |
81.17% |
44.09% |
220 LAS COLINAS BLVD E STE 1200 |
|
|
|
|
IRVING TX 75039-5500 |
|
|
|
|
* Denotes record owner of Fund shares only
American Beacon Alpha Quant Value Fund
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
|
|
9.27% |
|
SPECIAL CUST A/C |
|
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN ST |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
CHARLES SCHWAB & CO INC* |
|
|
7.80% |
8.58% |
SPECIAL CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN STREET |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC* |
|
|
64.97% |
49.54% |
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
499 WASHINGTON BLVD |
|
|
|
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
PERSHING LLC* |
|
|
|
18.15% |
1 PERSHING PLZ |
|
|
|
|
JERSEY CITY NJ 07399-0001 |
|
|
|
|
AMERICAN BEACON ADVISORS |
60.17% |
96.57% |
14.06% |
13.36% |
220 LAS COLINAS BLVD E STE 1200 |
|
|
|
|
IRVING TX 75039-5500 |
|
|
|
|
* Denotes record owner of Fund shares only
American Beacon Shapiro Equity Opportunities Fund
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
36.81% |
2.46% |
65.60% |
89.12% |
SPECIAL CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
ATTN TREASURY CAPITAL MKTS |
|
|
|
|
101 MONTGOMERY 120KNY-13 |
|
|
|
|
SAN FRANCISCO CA 94104-4151 |
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC* |
|
|
26.59% |
10.12% |
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
499 WASHINGTON BLVD |
|
|
|
|
26 |
JERSEY CITY NJ 07310-1995 |
|
|
|
|
TD AMERITRADE INC FBO* |
|
|
6.16% |
|
OUR CUSTOMERS |
|
|
|
|
PO BOX 2226 |
|
|
|
|
OMAHA NE 68103-2226 |
|
|
|
|
MAC & CO |
|
28.98% |
|
|
500 GRANT STREET |
|
|
|
|
ROOM 151-1010 |
|
|
|
|
PITTSBURGH PA 15219-2502 |
|
|
|
|
MAC & CO |
28.70% |
47.71% |
|
|
500 GRANT STREET |
|
|
|
|
ROOM 151-1010 |
|
|
|
|
PITTSBURGH PA 15219-2502 |
|
|
|
|
SPA GROWTH PORTFOLIO |
|
6.63% |
|
|
11000 NORTH MARKET STREET 9TH FLOOR |
|
|
|
|
ATTN DARA ALDERTON |
|
|
|
|
WILMINGTON DE 19890-0001 |
|
|
|
|
* Denotes record owner of Fund shares only
American Beacon Shapiro SMID Cap Equity Fund
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
32.64% |
39.47% |
12.71% |
|
SPECIAL CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
ATTN TREASURY CAPITAL MKTS |
|
|
|
|
101 MONTGOMERY 120KNY-13 |
|
|
|
|
SAN FRANCISCO CA 94104-4151 |
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC* |
|
|
76.96% |
73.35% |
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
499 WASHINGTON BLVD |
|
|
|
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
AMERICAN BEACON ADVISORS |
46.54% |
56.25% |
9.16% |
26.65% |
220 LAS COLINAS BLVD E STE 1200 |
|
|
|
|
IRVING TX 75039-5500 |
|
|
|
|
* Denotes record owner of Fund shares only
INVESTMENT SUB-ADVISORY AGREEMENTS
The Funds' sub-advisors are listed below with information regarding their 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 a sub-advisor may be considered affiliates of a Fund with respect to which the subadvisor manages a portion of the Fund's assets.
Alpha Quant Advisors, LLC ("Alpha Quant") |
|
|
Controlling Person/Entity |
Basis of Control/Status |
Nature of Controlling Person/Entity Business/Business History |
Resolute Investment Holdings, LLC |
Parent |
Holding Company |
Kelso Investment Associates VIII |
Ownership in Parent Company |
Investment Fund |
Massimo Santicchia |
Minority Owner |
Executive Vice President and Chief Investment Officer of Alpha Quant |
Katherine Gallagher |
Minority Owner |
Vice President and Senior Portfolio Manager of Alpha Quant |
27 |
The sub-advisors and the Manager are controlled by Resolute Investment Managers, Inc. Accordingly, each sub-advisor is under common control with the Manager and is an "affiliated person" of the Manager within the meaning of Section 2(a)(3) of the Investment Company Act.
The Trust, on behalf of the Funds, and the Manager have entered into an Investment Advisory Agreement with each sub-advisor pursuant to which each sub-advisor receives an annualized sub-advisory fee that is calculated and accrued daily based on a percentage of the applicable 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.
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.
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 Management Agreement provides for the Manager to receive an annualized management fee based on a percentage of a 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; and
supervising the provision of services to the Trust by third parties; and
administering the Funds' interfund lending facility and lines of credit, if applicable.
28 |
In addition to its oversight of the sub-advisors, the Manager may invest the portion of a Fund's assets that the sub-advisor
determines to be allocated to short-term investments.
The Funds are 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 a 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 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.
The Manager and the Trust, on behalf of each Fund, has entered into an Investment Advisory Agreement with each sub-advisor, as applicable, pursuant to which the Fund has agreed to pay the sub-advisor the amounts due under each Investment Advisory Agreement directly.
The following tables show (1) the aggregate management fees paid to the Manager for management and administrative services and the investment advisory fees paid to each sub-advisor, and (2) the investment advisory fees paid to each sub-advisor. Management fees and investment advisory fees are based on average daily net assets for each Fund’s three most recent fiscal years ended June 30. The tables below also reflect aggregate fees waived or recouped by the Manager and each sub-advisor, and, separately if applicable, the fees waived or recouped by each sub-advisor. The fees paid to the Manager were equal to 0.35% of each Fund's average daily net assets. The aggregate fees paid to the Manager and the sub-advisors and, separately, the fees paid to the sub-advisors are expressed both as a dollar amount and percentage of a Fund's average daily net assets.
29 |
|
2017 |
September 12, 2017*** to June 30, 2018 |
2019 |
Shapiro Equity Opportunities |
N/A |
$22,265 |
$274,623 |
|
N/A |
0.35% |
0.35% |
Shapiro SMID Cap Equity |
N/A |
$14,026 |
$25,081 |
|
N/A |
0.40% |
0.40% |
Affiliated Sub-advisor Fees (Waived)/Recouped |
|
|
|
Fund |
March 22, 2017** to
|
2018 |
2019 |
Alpha Quant Core |
$(1,387) |
$(5,922) |
$(7,651) |
Alpha Quant Dividend |
$(1,365) |
$(5,507) |
$(6,786) |
Alpha Quant Quality |
$(1,379) |
$(5,746) |
$(6,689) |
Alpha Quant Value |
$(1,391) |
$(6,188) |
$(12,868) |
|
2017 |
September 12, 2017*** to June 30, 2018 |
2019 |
Shapiro Equity Opportunities |
N/A |
$(22,265) |
$0 |
Shapiro SMID Cap Equity |
N/A |
$(14,026) |
$(25,081) |
* The sub-advisors and the Manager are controlled by Resolute Investment Managers, Inc. Accordingly, each sub-advisor is under common control with the Manager and is an "affiliated person" of the Manager within the meaning of Section 2(a)(3) of the Investment Company Act.
** The American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Fund commenced operations on March 22, 2017.
*** The American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund commenced operations on September 12, 2017.
Certain sub-advisors of the Funds or other series of the American Beacon Funds contribute to the Manager to support the Funds' distribution activities.
Service Plan Fees
The Investor Class has adopted a Service Plan (the "Plan"). The Plan authorizes 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. In addition, a Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional 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 Y Class, Institutional 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 expenses expected to be incurred are shareholder servicing, record keeping fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.
Service fees paid by the Funds' Investor Class shares pursuant to the Plan for the three most recent fiscal years ended June 30 are set forth below:
30 |
Investor Class |
|
|
|
Fund |
March 22, 2017* to June 30, 2017 |
2018 |
2019 |
American Beacon Alpha Quant Core Fund |
$69 |
$143 |
$6,338 |
American Beacon Alpha Quant Dividend Fund |
$68 |
$139 |
$6,847 |
American Beacon Alpha Quant Quality Fund |
$69 |
$143 |
$6,307 |
American Beacon Alpha Quant Value Fund |
$71 |
$153 |
$8,394 |
|
2017 |
September 12, 2017** to June 30, 2018 |
|
American Beacon Shapiro Equity Opportunities Fund |
N/A |
$302 |
$6,534 |
American Beacon Shapiro SMID Cap Equity Fund |
N/A |
$348 |
$7,373 |
* The American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Fund commenced operations on March 22, 2017.
** The American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund commenced operations on September 12, 2017.
Securities Lending Fees
As compensation for services provided by the Manager in connection with securities lending activities conducted by a Fund, the lending Fund pays 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.
Fees received by the Manager from securities lending for the last three fiscal years ended June 30 were approximately as follows:
Fund |
March 22, 2017* to June 30, 2017 |
2018 |
2019 |
Alpha Quant Core |
$0 |
$3 |
$0 |
Alpha Quant Dividend |
$0 |
$1 |
$0 |
Alpha Quant Quality |
$0 |
$5 |
$0 |
Alpha Quant Value |
$0 |
$0 |
$0 |
|
2017 |
September 12, 2017** to June 30, 2018 |
2019 |
Shapiro Equal Opportunities |
N/A |
$17 |
$838 |
Shapiro SMID Cap Equity |
N/A |
$76 |
$160 |
* The American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Fund commenced operations on March 22, 2017.
** The American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund commenced operations on September 12, 2017.
State Street Bank and Trust Company serves as securities lending agent for each Fund and, in that role, administers each Fund's securities lending program pursuant to the terms of a securities lending agency agreement entered into between each Fund and State Street ("Securities Lending Agreement").
As securities lending agent, State Street is responsible for the implementation and administration of each Fund's securities lending program. State Street's responsibilities include: (1) lending available securities to approved borrowers; (2) continually monitoring the creditworthiness of approved borrowers and potential borrowers for the purpose of recommending changes to borrowers; (3) determining whether a loan shall be made and negotiating the terms and conditions of the loan with the borrower, provided that such terms and conditions are consistent with the terms and conditions of the Securities Lending Agreement; (4) receiving and holding, on the Fund's behalf, or transferring to a fund account, upon instruction by the Fund, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities; (5) marking loaned securities and collateral to their market value each business day; (6) obtaining additional collateral, as needed, to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement; (7) returning the collateral to the borrower, at the termination of the loan, upon the return of the loaned securities; (8) investing cash collateral in permitted investments, including the American Beacon U.S. Government Money Market Select Fund; and (9) establishing and maintaining records related to the Fund's securities lending activities. Additionally, State Street has indemnified each Fund for borrower default as it relates to the securities lending program administered by State Street.
State Street is compensated for the above-described services from its securities lending revenue split, as provided in the Securities Lending Agreement. The table below shows the income each Fund earned and the fees and compensation it paid to service providers (including fees paid to State Street as securities lending agent and the Manager for administrative and oversight functions) in connection with its securities lending activities during its most recent fiscal year.
The American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Fund did not earn any income and did not pay any fees or other compensation to service providers (including
31 |
State Street as securities lending agent and the Manager for administrative and oversight functions) in connection with securities lending activities during its most recent fiscal year.
|
Shapiro Equity Opportunities Fund |
Shapiro SMID Cap Equity Fund |
Gross income earned by the fund from securities lending activities |
$34,786 |
$3,978 |
Fees and/or compensation paid by the fund for securities lending activities and related services: |
|
|
Fees paid to securities lending agent from a revenue split |
$838 |
$160 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split |
$1,541 |
$192 |
Administrative fees not included in revenue split |
- |
- |
Indemnification fee not included in revenue split |
- |
- |
Rebate (paid to borrower) |
$25,603 |
$2,735 |
Other fees not included in revenue split (administrative and oversight functions provided by the Manager) |
$838 |
$160 |
Aggregate fees/compensation paid by the fund for securities lending activities |
$28,820 |
$3,247 |
Net income from securities lending activities |
$5,966 |
$731 |
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. 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.
Prior to March 1, 2018, Foreside, located at Three Canal Plaza, Suite 100, Portland, Maine 04101, served as the distributor and principal underwriter of the Funds' shares. Pursuant to a Sub-Administration Agreement between Foreside and the Manager in effect through February 28, 2018, Foreside received a fee from the Manager for providing administrative services in connection with the marketing and distribution of shares of the Trust, including the registration of Manager employees as registered representatives of Foreside to facilitate distribution of Fund shares. Foreside also received a fee from the Manager under a Marketing Agreement pursuant to which Foreside provided services in connection with the marketing of the Funds to institutional investors.
There were no aggregate commissions paid to, or retained by, Foreside from the sale of shares from the American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Funds' from commencement of operations, March 22, 2017 through June 30, 2018, and the American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Funds' from commencement of operations September 12, 2017 through June 30, 2017 and during the fiscal year ended June 30, 2018.
There were no underwriting discounts and commissions, compensation on redemptions and repurchases, brokerage commissions or other compensation paid to, or retained by RID from the sale of the Funds' shares from March 1, 2018 through the fiscal year ended June 30, 2019.
OTHER SERVICE PROVIDERS
State Street, located at One Lincoln Street, Boston, Massachusetts 02111, serves as custodian for the Funds. In addition to its other duties as custodian, pursuant to an Administrative Services Agreement and instructions given by the Manager, State Street may receive compensation from the Funds for investing certain excess cash balances in designated futures or forwards. 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 certain financial reporting and tax services.
DST Asset Manager Solutions, 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.
32 |
PORTFOLIO MANAGERS
The portfolio managers to each Fund (the "Portfolio Managers") have responsibility for the day-to-day management of accounts other than the Fund. Information regarding these other accounts has been provided by each Portfolio Manager's firm and is set forth below. The number of accounts and assets is shown as of June 30, 2019.
|
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 |
Alpha Quant Advisors, LLC ("Alpha Quant") |
|
|
|
|
|
|
Massimo Santicchia |
0 |
N/A |
152 ($148 mil) |
N/A |
N/A |
N/A |
Katherine Gallagher |
0 |
N/A |
152 ($148 mil) |
N/A |
N/A |
N/A |
|
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 |
Shapiro Capital Management LLC (“Shapiro”) |
|
|
|
|
|
|
Samuel R. Shapiro |
None |
None |
191 ($4.65 bil) |
None |
None |
None |
Michael A. McCarthy |
None |
None |
191 ($4.65 bil) |
None |
None |
None |
Louis S. Shapiro |
None |
None |
191 ($4.65 bil) |
None |
None |
None |
Harry B. Shapiro |
None |
None |
191 ($4.65 bil) |
None |
None |
None |
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 each 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 of a sub-advisor was provided by the sub-advisors as of June 30, 2019.
Alpha Quant Advisors, LLC Alpha Quant's portfolio managers do not manage hedge funds or other private investment companies. In addition, Alpha Quant has no accounts that pay performance-based fees. Alpha Quant's portfolio managers manage accounts for the firm's affiliates, directors, officers and/or employees. All such accounts are considered proprietary accounts. Alpha Quant may have an incentive to favor proprietary accounts over other client accounts, including the Funds. To mitigate this conflict, Alpha Quant has adopted compliance policies and procedures designed to ensure that investment decisions are applied appropriately across accounts in the same strategy, such as a trade aggregation policy that requires proprietary accounts to be traded alongside other client accounts (to the extent permitted by clients) and a trade allocation procedure. Alpha Quant has also adopted a trade rotation procedure to ensure fairness when implementing its investment decisions on behalf of clients. Alpha Quant does not anticipate any other actual or potential conflicts due to the portfolio managers' side-by-side management of the Funds with other accounts.
Shapiro Capital Management LLC The investment team of Shapiro manages accounts other than just mutual funds. Accordingly, Shapiro has a fiduciary duty to act in the best of interest of its clients, to treat all clients equitably, and to disclose all material facts, including potential conflicts of interest. Potential conflicts of interest may arise from time to time between the investment team's management of the investments of mutual funds, on the one hand, and the management of other accounts, on the other ("side-by-side management"). Since Shapiro manages accounts other than the mutual funds, its duty of loyalty to one client may conflict with its duty of loyalty to another client, particularly with respect to allocating trades. However, Shapiro generally allocates trades on a pro-rata basis. Other accounts managed by Shapiro might have similar investment objectives or strategies as the mutual fund clients or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the mutual funds. Based on this relationship, the potential conflicts of interest that may arise from Shapiro's side-by-side management of the mutual funds and other accounts include: limitation of trading based on Shapiro's knowledge of the mutual fund and/or other account trading; inability to take advantage of certain investment opportunities; issues related to aggregation and allocation of trades; and potential exposure to soft dollars.
To address and mitigate the potential conflicts of interest referenced above, Shapiro has adopted and implemented written policies and procedures to provide for fair and equitable treatment of all its clients. In addition, Shapiro has established a best execution committee.
Shapiro has adopted and implemented a Code of Ethics that prohibits Sub-Advisor employees and "access persons" (as defined by the Advisers Act) from engaging in prohibited personal securities transactions and fraudulent behavior such as insider-trading. According to its policies and procedures, Shapiro, among other things, must:
1. Pre-clear personal trading.
2. Treat each client fairly with respect to priority of execution of orders.
3. Treat each client fairly in the aggregation and allocation of investment opportunities.
33 |
4. Review and affirm that all client trading is in compliance with each client's investment objective.
5. Fully disclose the nature and extent of the conflict prior to the transaction, including any direct or indirect compensation
the Sub-Advisor receives in connection with the transaction.
6. Have a reasonable belief that the investment is in the client's best interest; and
7. Ensure compliance with any relevant procedures set forth in the Sub-Advisor's Code of Ethics.
Furthermore, Shapiro has a designated Chief Compliance Officer who is responsible for administering the policies and procedures, which includes regular reviews of and reports on the adequacy of the compliance program to senior management.
Compensation
The following is a description provided by each investment sub-advisor regarding the structure of and criteria for determining the compensation of each Portfolio Manager as of June 30, 2019.
Alpha Quant Alpha Quant's portfolio management team has a compensation structure that seeks to align the financial interest of the investment professionals with those of Alpha Quant. In addition to their base salary, portfolio managers participate in a bonus plan that is based on the profitability of the firm. Furthermore, investment professionals participate in the growth of the firm through their equity ownership. Investment professionals are entitled to standard employee benefits.
Shapiro The Shapiro investment team is compensated as owners of the firm and as such share directly in the firm's profitability. This aligns the team with the long term success of client portfolios. Broadly speaking, base salary provides 25% of compensation and bonus pool is 75% of the balance prior to each principal's equity ownership. The principals' equity interest is the largest and a variable piece of compensation that completely aligns the interest of the principals in running the most efficient business model possible putting client interests first.
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 a 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 Funds under that Portfolio Manager's management as of June 30, 2019 as provided by the Fund's sub-advisor(s).
Name of Investment Advisor and Portfolio Managers |
Alpha Quant Core Fund |
Alpha Quant Dividend Fund |
Alpha Quant Quality Fund |
Alpha Quant Value Fund |
Alpha Quant Advisors, LLC |
|
|
|
|
Massimo Santicchia |
None |
None |
None |
None |
Katherine Gallagher |
$10,001–$50,000 |
$1–$10,000 |
$1–$10,000 |
$1–$10,000 |
Name of Investment Advisor and Portfolio Manager |
Shapiro Equity Opportunities Fund |
Shapiro SMID Cap Equity Fund |
Shapiro Capital Management LLC |
||
Samuel R. Shapiro |
$500,001-$1,000,000 |
over $1,000,000 |
Michael A. McCarthy |
$50,0001-$100,000 |
$100,001-$500,000 |
Louis S. Shapiro |
$100,001-$500,000 |
$100,001-$500,000 |
Harry B. Shapiro |
None |
$100,001-$500,000 |
PORTFOLIO SECURITIES TRANSACTIONS
In selecting brokers or dealers to execute particular transactions, the Manager and the sub-advisors are authorized to 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-advisors (or their affiliates), provided, however, that the Manager or a 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-advisors 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-advisors 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-advisors, as appropriate, must determine in good faith, however, that such commission was reasonable in relation to the value of the brokerage and research services provided, viewed in terms of that particular transaction or in terms of all the accounts over which the Manager or a sub-advisor exercises investment discretion. The fees of the sub-advisors 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-advisors (or a broker-dealer affiliated with them) 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-advisors, as applicable, to benefit their other accounts under management.
34 |
The Manager and each 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, each 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, a 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 each sub-advisor is to seek best execution. In assessing available execution venues, each 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 a 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 the Fund. Neither the Manager nor a sub-advisor receives any benefits from the commission recapture program. A sub-advisor's participation in the brokerage commission recapture program is optional. Each 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 June 30, 2019, the following Funds received the amounts shown as a result of participation in the commission recapture program:
American Beacon Fund |
2019 |
Alpha Quant Core Fund |
$0 |
Alpha Quant Dividend Fund |
$0 |
Alpha Quant Quality Fund |
$0 |
Alpha Quant Value Fund |
$0 |
Shapiro Equity Opportunities Fund |
$88,475 |
Shapiro SMID Cap Equity Fund |
$5,853 |
Affiliated Brokerage Commissions
For the fiscal years ended June 30, 2017, 2018, and 2019, no brokerage commissions were paid to affiliated brokers by any of the Funds.
Brokerage Commissions
For the Funds' three most recent fiscal years ended June 30, 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.
American Beacon Fund |
March 22, 2017* to June 30, 2017 |
2018 |
2019 |
Alpha Quant Core |
$418 |
$776 |
$1,387 |
Alpha Quant Dividend |
$346 |
$632 |
$1,213 |
Alpha Quant Quality |
$280 |
$487 |
$735 |
Alpha Quant Value |
$548 |
$1065 |
$3,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
September 12, 2017** to June 30, 2018 |
2019 |
Shapiro Equity Opportunities |
N/A |
$55,198 |
$114,644 |
Shapiro SMID Cap Equity |
N/A |
$8,979 |
$10,671 |
* The American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Fund commenced operations on March 22, 2017.
** The American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund commenced operations on September 12, 2017.
35 |
Soft Dollars
For the fiscal year ended June 30, 2019, the Funds directed no transactions to brokers in part because of research services provided and paid no commissions on such transactions.
Securities Issued by Top 10 Brokers
For the fiscal year ended June 30, 2019, the Funds did not hold securities issued by a broker-dealer (or by its parent) that were one of the top ten brokers or dealers through which a Fund executed transactions or sold shares.
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 of the applicable Fund 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 ("IRC") (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 each Fund 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, 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 Other 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.
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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 October 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) Qualifying Other Income 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 any Fund's foreign tax in advance, since the amount of its assets to be invested in various countries is not known.
Each Fund may invest in the stock of "passive foreign investment companies" ("PFICs"). A PFIC is any foreign corporation (with certain exceptions)] that, in general, meets either of the following tests for a taxable year: (1) at least 75% of its gross income is passive; or (2) an average of at least 50% of the value (or adjusted tax basis, if elected) of its assets produce, or are held for the production of, passive income. Under certain circumstances, a Fund will be subject to federal income tax on a portion of any "excess distribution" it receives on the PFIC stock and of any gain on its disposition of that stock (collectively, "PFIC income"), plus interest thereon, even if the Fund distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Fund's investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders. Fund distributions thereof will not be eligible to be treated as QDI or for the DRD.
If a Fund invests in a PFIC and elects to treat the PFIC as a "qualified electing fund" ("QEF"), then in lieu of incurring the foregoing tax and interest obligation, the Fund would be required to include in income each taxable year its pro rata share of the QEF's annual ordinary earnings and net capital gain — which the Fund likely would have to distribute to satisfy the Distribution Requirement and avoid imposition of the Excise Tax — even if the QEF did not distribute those earnings and gain to the Fund. In most instances, however; it will be very difficult, if not impossible, to make this election because of certain requirements thereof.
Alternatively, each Fund may elect to "mark to market" any stock in a PFIC it owns at the end of its taxable year, in which event it likely would be required to distribute to its shareholders any resulting gains to satisfy with the Distribution Requirement and avoid imposition of the Excise Tax. "Marking-to-market," in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of the stock over a Fund's adjusted basis therein (including any net mark-to-market gain or loss for each prior taxable year for which an election was in effect) as of the end of that year. Pursuant to the election, a Fund also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Fund included in income for prior taxable years under the election. A Fund's adjusted basis in each PFIC's stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.
Investors should be aware that determining whether a foreign corporation is a PFIC is a fact-intensive determination that is based on various facts and circumstances and thus is subject to change, and the principles and methodology used therein are subject to interpretation. As a result, a Fund may not be able, at the time it acquires a foreign corporation's stock, to ascertain whether the corporation is a PFIC, and a foreign corporation may become a PFIC after a Fund acquires stock therein. While each Fund generally will seek to minimize its investment in PFIC stock, and to make appropriate elections when they are available, to lessen the adverse tax consequences detailed above, there are no guarantees that it will be able to do so, and each Fund reserves the right to make those investments as a matter of its investment policy.
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
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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, the 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, it 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, the 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 the Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the 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, the 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.
A Fund may acquire STRIPS, which are securities issued by the U.S. Treasury with original issue discount ("OID"). As a holder of those securities, a Fund must include in its gross income the OID that accrues on them during the taxable year, even if it receives no corresponding payment on them during the year. Because each Fund annually must distribute substantially all of its investment company taxable income, including any accrued OID and other non-cash income (such as that "interest"), to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, it may be required in a particular taxable year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions will be made from a Fund's cash assets or from the proceeds of sales of its portfolio securities, if necessary. A Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
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.
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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 the 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 the 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 the 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 the 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 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
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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 the 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.
Income From Investments in REITs - A Fund may invest in the equity securities of corporations or other entities that invest in U.S. real property, including REITs. The sale of a U.S. real property interest by a REIT or "United States real property holding corporation" (as defined in the Internal Revenue Code) in which a Fund invests may trigger special tax consequences to the Fund's non-U.S. shareholders, who are urged to consult their tax advisers regarding those consequences.
Each Fund may invest in REITs, that (1) hold residual interests in "real estate mortgage investment conduits" ("REMICs") or (2) engage in mortgage securitization transactions that cause the REITs to be taxable mortgage pools ("TMPs") or have a qualified REIT subsidiary that is a TMP. A part of the net income allocable to REMIC residual interest holders may be an "excess inclusion." The Internal Revenue Code authorizes the issuance of regulations dealing with the taxation and reporting of excess inclusion income of REITs and RICs that hold residual REMIC interests and of REITs, or qualified REIT subsidiaries, that are TMPs. Although those regulations have not yet been issued, the U.S. Treasury and the IRS issued a notice in 2006 ("Notice") announcing that, pending the issuance of further guidance (which has not yet been issued), the IRS would apply the principles in the following paragraphs to all excess inclusion income, whether from REMIC residual interests or TMPs.
The Notice provides that a REIT must (1) determine whether it or its qualified REIT subsidiary (or a part of either) is a TMP and, if so, calculate the TMP's excess inclusion income under a "reasonable method," (2) allocate its excess inclusion income to its shareholders generally in proportion to dividends paid, (3) inform shareholders that are not "disqualified organizations" (i.e., governmental units and tax-exempt entities that are not subject to tax on their "unrelated business taxable income" ("UBTI")) of the amount and character of the excess inclusion income allocated thereto, (4) pay tax (at the highest federal income tax rate imposed on corporations, currently 21%) on the excess inclusion income allocable to its shareholders that are disqualified organizations, and (5) apply the withholding tax provisions with respect to the excess inclusion part of dividends paid to foreign persons without regard to any treaty exception or reduction in tax rate. Excess inclusion income allocated to certain tax-exempt entities (including qualified retirement plans, individual retirement accounts, and public charities) constitutes UBTI to them.
A RIC with excess inclusion income is subject to rules identical to those in clauses (2) through (5) above (substituting "that are nominees" for "that are not ‘disqualified organizations'" in clause (3) and inserting "record" after "its" in clause (4)). The Notice further provides that a RIC is not required to report the amount and character of the excess inclusion income allocated to its shareholders that are not nominees, except that (1) a RIC with excess inclusion income from all sources that exceeds 1% of its gross income must do so and (2) any other RIC must do so by taking into account only excess inclusion income allocated to the RIC from REITs the excess inclusion income of which exceeded 3% of its dividends. No Fund will invest directly in REMIC residual interests or intends to invest in REITs that, to its knowledge, invest in those interests or are TMPs or have a qualified REIT subsidiary that is a TMP.
After calendar year-end, REITs can and often do change the category (e.g., ordinary income dividend, capital gain distribution, or return of capital) of one or more of the distributions they have made during that year, which would result at that time in a Fund, if it held shares in such a REIT during that year, also having to re-categorize some of the distributions it made to its shareholders. These changes would be reflected in your annual Form 1099, together with other tax information. Those forms generally will be distributed to you in February of each year, although the Fund may, in one or more years, request from the IRS an extension of time to distribute those forms until mid-March to enable it to receive the latest information it can from the REITs in which it invests and thereby accurately report that information to you on a single form (rather than having to send you an amended form).
Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code generally allows individuals and certain other non-corporate entities a deduction for 20% of (1) "qualified REIT dividends" and (2) "qualified publicly traded partnership income" (such as income from MLPs). Recently issued proposed Treasury regulations (having current effect) permit a RIC to pass the character of its qualified REIT dividends through to its shareholders provided certain holding period requirements are met. As a result, a shareholder in the American Beacon Alpha Quant Dividend Fund, which invests in REITs, will be eligible to receive the benefit of the same 20% deduction with respect to the Fund's REIT-based dividends as is available to an investor who directly invests in REITs. There currently is no similar pass-through of the 20% deduction with respect to a RIC's qualified publicly traded partnership income.
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.
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Investors should consult their own tax advisors with respect to the tax consequences to them of an investment in the Fund based on their particular circumstances. The Fund does not expect 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 the 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 (for example, 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 Institutional Class with an initial investment of less than $250,000: (i) employees of the Manager, or its parent company 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 Institutional Class upon termination of the class of shares in which the shareholders were originally invested is also eligible for purchasing shares of the Institutional 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 Institutional and Y Classes were created to manage money for large institutional investors, including pension and 401(k) plans.
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.
The audited financial statements are incorporated by reference to the American Beacon Funds' Annual Reports to Shareholders of the American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Value Fund, American Beacon Alpha Quant Quality Fund, American Beacon Shapiro Equity Opportunities Fund, and American Beacon Shapiro SMID Cap Equity Fund for the fiscal year ended June 30, 2019.
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APPENDIX A
AMERICAN BEACON ADVISORS, INC.
SUMMARY OF PROXY VOTING POLICY AND PROCEDURES
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to secure the best long-term interests of the advisory clients of American Beacon Advisors, Inc. ("AmBeacon"). AmBeacon's proxy voting policies and procedures are designed to implement AmBeacon's duty to vote proxies in clients' best interests. Given that AmBeacon manages portfolios that invest solely in fixed-income securities, the only securities for which we expect to receive proxies are money market mutual funds. As such, the proxy voting policies and procedures set forth voting guidelines for the proxy issues and proposals common to money market funds.
For routine proposals that will not change the structure, bylaws or operations of the money market fund, AmBeacon's policy is to support management; however, each proposal will be considered individually focusing on the financial interests of the client portfolio. Non-routine proposals, such as board elections, advisory contract and distribution plan approvals, investment objective changes, and mergers, will generally be reviewed on a case-by-case basis with AmBeacon first and foremost considering the effect of the proposal on the portfolio.
Items to be evaluated on a case-by-case basis and proposals not contemplated in the policies set forth above will be assessed by AmBeacon. In these situations, AmBeacon will use its judgment to vote in the best interest of the client portfolio. For all proposals, especially controversial or case-by-case evaluations, AmBeacon will be responsible for individually identifying significant issues that could impact the investment performance of the portfolio.
AmBeacon manages portfolios for the American Beacon Funds, the American Beacon Select Funds, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). AmBeacon may invest a Fund in shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund solicits a proxy for which another Fund is entitled to vote, AmBeacon's interests as manager of the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, AmBeacon will vote the Fund's shares in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
AMERICAN BEACON FUNDS
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON INSTITUTIONAL FUNDS TRUST
AMERICAN BEACON SOUND POINT ENHANCED INCOME FUND
AMERICAN BEACON APOLLO TOTAL RETURN FUND
PROXY VOTING POLICY AND PROCEDURES
Last Amended February 28, 2018
Preface
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion to secure the best long-term interests of shareholders of the American Beacon Funds ("Beacon Funds"), the American Beacon Select Funds ("Select Funds"), the American Beacon Institutional Funds Trust ("Institutional Funds"), the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). Therefore, this Proxy Voting Policy and Procedures (the "Policy") have been adopted by the Funds.
The Funds are managed by American Beacon Advisors, Inc. (the "Manager"). The Manager may allocate discrete portions of the Funds among sub-advisors, and the Manager may directly manage all or a portion of the assets of certain Funds. The Funds' respective Boards of Trustees have delegated proxy voting authority to the Manager. The Manager has in turn delegated proxy voting authority to each sub-advisor with respect to the sub-advisor's respective portion of the Fund(s) under management, but the Manager has retained the authority to override a proposed proxy voting decision by a sub-advisor. For the securities held in their respective portion of each Fund, the Manager and the sub-advisors make voting decisions pursuant to their own proxy voting policies and procedures, which have been adopted by the applicable Fund and approved by the applicable Fund's Board of Trustees.
Conflicts of Interest
The Board of Trustees seeks to ensure that proxies are voted in the best interests of Fund shareholders. For certain proxy proposals, the interests of the Manager, the sub-advisors and/or their affiliates may differ from Fund shareholders' interests. To avoid the appearance of impropriety and to fulfill their fiduciary responsibility to shareholders in these circumstances, the Manager and the sub-advisors are required to establish procedures that are reasonably designed to address material conflicts between their interests and those of the Funds.
When a sub-advisor deems that it is conflicted with respect to a voting matter, its policy may call for it to seek voting instructions from the client. The Manager is authorized by the Boards of Trustees to consider any such matters and provide voting instructions to the sub-advisor, unless the Manager has determined that its interests are conflicted with Fund shareholders with respect to the voting matter. In those instances, the Manager will instruct the sub-advisor to vote in accordance with the recommendation of a third-party proxy voting advisory service.
Each Fund can invest in the shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund issues a proxy for which another Fund is entitled to vote, the Manager's interests regarding the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, the Manager will vote in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
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If the methods for addressing conflicts of interest, as described above, are deemed by the Manager to be unreasonable due to cost, timing or other factors, then the Manager may decline to vote in those instances.
Securities on Loan
With respect to the Funds that engage in securities lending, the Manager shall engage a proxy voting service to notify the Manager before the record date about the occurrence of future shareholder meetings, as feasible. The Manager will determine whether or not to recall shares of the applicable security that are on loan with the intent of the Manager or the sub-advisor, as applicable, voting such shares. The Manager's determination shall be based on factors which may include the nature of the meeting (i.e., annual or special), the percentage of the proxy issuer's outstanding securities on loan, any other information regarding the proxy proposals of which the Manager may be aware, and the loss of securities lending income to a Fund as a result of recalling the shares on loan.
Recordkeeping
The Manager and the sub-advisors shall maintain records of all votes cast on behalf of the Funds. Such documentation will include the firm's proxy voting policies and procedures, company reports provided by proxy voting advisory services, additional information gathered by the Manager or sub-advisor that was material to reaching a voting decision, and communications to the Manager regarding any identified conflicts. The Manager and the sub-advisors shall maintain voting records in a manner to facilitate the Funds' production of the Form N-PX filing on an annual basis.
Disclosure
The Manager will coordinate the compilation of the Funds' proxy voting record for each year ended June 30 and file the required information with the SEC via Form N-PX by August 31. The Manager will include a summary of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, in each Fund's Statement of Additional Information ("SAI"). In each Fund's annual and semi-annual reports to shareholders, the Manager will disclose that a description of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, is a) available upon request, without charge, by toll-free telephone request, b) on the Funds' website (if applicable), and c) on the SEC's website in the SAI. The SAI and shareholder reports will also disclose that the Funds' proxy voting record is available by toll-free telephone request (or on the Funds' website) and on the SEC's website by way of the Form N-PX. Within three business days of receiving a request, the Manager will send a copy of the policy description or voting record by first-class mail.
Manager Oversight
The Manager shall review a sub-advisor's proxy voting policies and procedures for compliance with this Policy and applicable laws and regulations prior to initial delegation of proxy voting authority and on at least an annual basis thereafter.
Board Reporting
On at least an annual basis, the Manager will present a summary of the voting records of the Funds to the Boards of Trustees for their review. The Manager will notify the Boards of Trustees of any material changes to its proxy voting policies and procedures.
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APPENDIX B
ALPHA QUANT ADVISORS, LLC
PROXY VOTING POLICY
Alpha Quant Advisors, LLC ("Alpha Quant") is responsible for voting proxies with respect to securities held in client accounts for those clients who have explicitly delegated their proxy voting authority to Alpha Quant under an active investment advisory agreement. For clients that elect to retain voting authority, any proxy communication received by Alpha Quant must be forwarded to the client promptly. If Alpha Quant receives a proxy for a client that has since terminated its investment advisory agreement, Alpha Quant shall attempt to forward the proxy to the client.
Alpha Quant currently contracts with Glass, Lewis & Co. ("Glass Lewis") for proxy research and voting services. Alpha Quant has adopted the Glass Lewis U.S. proxy voting guidelines, for which certain common voting matters are summarized below.
Glass Lewis' Proxy Voting Guidelines
Election of Directors. Glass Lewis evaluates board members based on their independence, performance, and experience, in addition to considering
conflict-of-interest issues and the size of the board of directors when making voting recommendations.
Declassified Boards. Glass Lewis supports the declassification of boards and the annual election of directors.
Board Evaluation and Refreshment. Glass Lewis strongly supports routine director evaluation, including independent external reviews, and periodic board refreshment. Further, Glass Lewis believes the board should evaluate the need for changes to board composition based on an analysis of skills and experience necessary for the company, as well as the results of the director evaluations, as opposed to relying solely on age or tenure limits.
Proxy Access. Glass Lewis generally supports affording shareholders the right to nominate director candidates to management's proxy as a means to ensure that significant, long-term shareholders have an ability to nominate candidates to the board.
Majority Vote for the Election of Directors. Glass Lewis will generally support proposals calling for the election of directors by a majority vote, excepting contested director elections.
Auditor Ratification. Glass Lewis will typically support proposals to require auditor rotation when the proposal uses a reasonable period of time,
particularly at companies with a history of accounting problems.
Advisory Vote on Executive Compensation ("Say-on-Pay"). Glass Lewis applies a highly nuanced approach to review each company's compensation on a case-by-case basis, recognizing
that each company must be examined in the context of industry, size, maturity, performance, financial condition, its historic
pay for performance practices, and any other relevant internal or external factors. When it is found that compensation is
reasonably aligned with performance, and such practices are adequately disclosed, Glass Lewis will recommend supporting the
company's approach. If, however, those specific policies and practices fail to demonstrably link compensation with performance,
Glass Lewis will generally recommend voting against the say-on-pay proposal.
Equity-Based Compensation Plan Proposals. Glass Lewis believes that equity compensation awards, when not abused, are useful for retaining employees and providing an incentive for them to act in a way that will improve company performance. Glass Lewis analyzes such plans accordingly based on both quantitative and qualitative factors.
Director Compensation Plans. Glass Lewis will consider recommending supporting compensation plans that include option grants or other equity-based awards that help to align the interests of outside directors with those of shareholders.
Employee Stock Purchase Plans. Glass Lewis will generally support these plans given the regulatory purchase limit of $25,000 per employee per year, which we believe is reasonable.
Anti-Takeover Measures. Glass Lewis believes that poison pill plans are not generally in shareholders' best interests. Typically, we recommend that shareholders vote against these plans to protect their financial interests and ensure that they have an opportunity to consider any offer for their shares, especially those at a premium. Glass Lewis may consider supporting a limited poison pill in the event that a company seeks shareholder approval of a rights plan for the express purpose of preserving net operating losses.
Reincorporation. In general, Glass Lewis believes that the board is in the best position to determine the appropriate jurisdiction of incorporation for the company. Where the financial benefits are de minimis and there is a decrease in shareholder rights, we will recommend voting against the transaction.
Exclusive Forum and Fee-Shifting Bylaw Provisions. Glass Lewis believes that charter or bylaw provisions limiting a shareholder's choice of legal venue are not in the best interests of shareholders. Similarly, some companies have adopted bylaws requiring plaintiffs who sue the company and fail to receive a judgment in their favor pay the legal expenses of the company. Glass Lewis strongly opposes the adoption of such fee-shifting bylaws and, if adopted without shareholder approval, will recommend voting against the governance committee.
Authorized Shares. Glass Lewis believes that adequate capital stock is important to a company's operation, but issuance of additional shares can dilute existing holders in limited circumstances. Accordingly, when it is found that the company has not detailed a plan for use of the proposed shares, or where the number of shares far exceeds those needed to accomplish a detailed plan, Glass Lewis typically recommends against the authorization of additional shares.
Voting Structure. Glass Lewis reviews cumulative voting proposals on a case-by-case basis, factoring in the independence of the board and the status of the company's governance structure. Glass Lewis typically recommends in favor of cumulative voting when it finds these proposals on ballots at companies where independence is lacking and where the appropriate checks and balances favoring shareholders are not in place. Where a company has adopted a true majority vote standard, Glass Lewis will recommend voting against cumulative voting proposals due to the incompatibility of the
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two election methods. Glass Lewis believes that supermajority vote requirements impede shareholder action on ballot items critical to shareholder interests.
Compensation, Environmental, Social and Governance Shareholder Initiatives. Glass Lewis generally believes decisions regarding day-to-day management and policy decisions, including those related to social, environmental or political issues, are best left to management and the board as they in almost all cases have more and better information about company strategy and risk. However, when there is a clear link between the subject of a shareholder proposal and value enhancement or risk mitigation, Glass Lewis will recommend in favor of a reasonable, well-crafted shareholder proposal where the company has failed to or inadequately addressed the issue.
Other Voting Matters. To the extent that the Glass Lewis voting guidelines do not address a proxy proposal, such proposal will be referred to Alpha
Quant's Management Committee. In certain circumstances where the subject matter of a vote may require further direction, the
Management Committee will defer to the portfolio manager assigned to the security. Proxy votes generally will be cast in favor
of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value,
maintain or increase shareholder influence over the issuer's board of directors and management and maintain or increase the
rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect. However, Alpha Quant
will consider both sides of each proxy issue.
Conflicts of Interest
Conflicts of interest may arise during the voting process when the best interest of a client conflicts with Alpha Quant's
interest. For example, if a proxy issuer is a client of Alpha Quant, Alpha Quant may have an incentive to vote in the proxy
issuer's favor to the detriment of its other clients. Given that Alpha Quant's investable universe is large and mid-capitalization
securities, it is unlikely that Alpha Quant will have a proxy issuer as a client.
A conflict of interest may also arise if a supervised person with responsibility for voting decisions has a personal relationship
with the proxy issuer or some other relationship that would conflict the proxy voting decision. To mitigate the potential
for such a conflict, Alpha Quant does not permit its portfolio managers to serve on the board of directors of public companies.
If Alpha Quant determines that a material conflict of interest exists, the following procedures shall be followed:
Alpha Quant may rely on Glass Lewis' independent recommendation.
Alpha Quant may disclose the existence and nature of the conflict to the client and seek directions from the client on how to vote.
Alpha Quant may abstain from voting, particularly if there are conflicting client interests (for example, where client accounts hold different securities in a competitive merger situation).
If a client who has delegated proxy voting authority to Alpha Quant directs that their proxy be voted in a particular manner, Alpha Quant will accommodate the client's request by voting in accordance with the instruction but will document that the vote was made at the client's instruction. Alpha Quant will not disclose to such client its voting decision on the matter for the other clients.
As a general policy, Alpha Quant does not disclose how it intends to vote proxies to any inquiring party.
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Shapiro Capital Management LLC
PROXY VOTING POLICY
Shapiro Capital Management
Proxy Voting Procedures
Policy
To make all proxy voting decisions solely in the interests of client participants and beneficiaries, and for the exclusive purpose of providing benefits to them under the client. The Committee will seek to consider the factors which may reasonably be expected to affect the value of the client's investment.
Scope
The Procedures apply to all securities held in any accounts where Adviser (I) has been formally appointed as an "investment manager" except where the power to vote proxies is specifically reserved to some other entity.
Procedure
Adviser will instruct the custodian, trustee or client administrator which receives proxies on securities subject to these Procedures to forward all such proxies to Adviser. All such proxies, and all proxies received directly by Adviser, will be logged into Adviser's Proxy Voting Records, showing:
the account or pooled vehicle which is the owner of the securities;
the date the proxy was received by Adviser; and
the date proxies are due to be voted.
The proxy statement will be reviewed by an appropriate investment manager or analyst, who will review it, highlight any unusual or controversial issues, and recommend a vote (or abstention) on each issue presented. Proxy voting decisions will be made by the Investment Team. ("Committee")
Potential Conflicts of Interest
Potential conflicts may arise when Adviser invests in equity securities of corporations who are also clients of the Firm. Adviser seeks to mitigate potential conflicts by:
Making voting decisions for the benefit of the shareholder(s), our clients;
Uniformly voting every proxy based on Adviser's internal research and consideration of Glass Lewis' recommendations; and
Documenting the votes of companies who are also clients of the Firm.
If a material conflict of interest exists, the proxy coordinators will determine whether it is appropriate to disclose the conflict to the affected clients and give the clients an opportunity to vote their proxies themselves, or to address the voting issue through other objective means, such as voting in a manner consistent with a predetermined voting policy.
Where a proxy proposal raises a material conflict between the Adviser's interests and a client's interest, including a mutual fund client, the Adviser will resolve the matter on a case-by-case basis by abstaining from the vote, or voting the way Adviser feels is in the best interest of the client.
The Adviser will seek to identify any conflicts that exist between the interests of the adviser and any fund / client by reviewing the relationship of Adviser with the issuer of each security to determine if Adviser or any of its employees has any financial, business or personal relationship with the issuer.
If a material conflict of interest exists, the Chief Compliance Officer, or Proxy Committee, will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation.
The Chief Compliance Officer, or his designee, will maintain a record of the voting resolution or other action taken regarding any conflict of interest.
Basis for Voting Decisions.
Individual Accounts with Proxy Voting Policy. Where an account has communicated its proxy voting policy to Adviser in writing, then the Committee will make proxy
voting decisions for an individual account.
Individual Accounts with No Proxy Voting Policy. The Committee will make proxy voting decisions for any individual account for which the account has not communicated a proxy
voting policy to Adviser in writing in accordance with Adviser's own proxy voting policy as set out in Part V of the Procedures.
Retention and Availability of Records. The Committee's decision and the date the proxies were mailed will be entered in Adviser's Proxy Voting Records. Adviser
will maintain Proxy Voting Records for six years, and make them available to any client who requests them with respect to
voting decisions on securities held by that client or a pooled vehicle in which the client invests.
Proxy Voting Policy.
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(a) General
Policy. To make all proxy voting decisions solely in the interests of client participants and beneficiaries, and for
the exclusive purpose of providing benefits to them under the client. The Committee will seek to consider the factors
which may reasonably be expected to affect the value of the client's investment.
(b) Decisions to Abstain. The Committee will determine whether to abstain from voting particular proxies or on particular issues. Any such decision
must be made solely in the interests of the client.
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APPENDIX C
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 — The 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, subject to the lowest level of credit risk. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. Obligations rated A are considered upper-medium grade and are subject to low credit risk. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade 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 are subject to high credit risk. Obligations rated Caa are judged to be of poor standing and are 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.
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. The obligor's capacity to meet its financial commitment 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 commitment 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 commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
S&P Global ratings of BB, B, CCC, CC, and C are considered below investment grade and 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 exposures 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 commitment 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 commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment 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 commitment 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 commitment 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 to 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 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 exchange offer. NR indicates that a rating has not been assigned or is no longer assigned.. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major 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 default risk. They are assigned only in case 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 default 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 default 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 and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
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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 default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Obligations rated B are deemed to be highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. Obligations rated CCC indicate, for issuers and performing obligations, default is a real possibility. Obligations rated CC indicate, for issuers and performing obligations, default of some kind appears probable. Obligations rated C indicate exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. 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 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) 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 which 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. "Imminent" default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future. 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.
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 and MIG/VMIG 3. The MIG/VMIG 1 rating denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. The MIG/VMIG 2 rating denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. The MIG/VMIG 3 rating 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 rating 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 exchange offer, 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 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 denotes an issuer (or supporting institution) that has a strong ability to repay short-term debt obligations. The rating P-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 denotes an issuer (or supporting institutions) 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.A short-term obligation rated A-1 is rated in the highest category by S&P Global. The obligor's capacity to meet its financial commitment 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 commitment 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 higher rating categories. However, the obligor's capacity to meet its financial commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment 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 commitment; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment 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 commitment 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
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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 exchange offer.
Fitch Ratings' short-term ratings have a time horizon of less than 13 months for most obligations, or up to three years for US public finance markets. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. A rating of F1 denotes an obligation of the highest credit quality. It indicates the strongest 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 credit quality. It indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings. A rating of F3 denotes fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non-investment grade. A rating of B denotes an obligation that is speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions. A rating of C denotes a high default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. 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. A rating of D indicates an entity or sovereign that has defaulted on all of its financial obligations.
C-3 |
APPENDIX D
GLOSSARY
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
ADRs |
American Depositary Receipts |
Advisers Act |
Investment Advisers Act of 1940, as amended. |
American Beacon or the Manager
|
American Beacon Advisors, Inc. |
BDCs |
Business Development Companies |
Beacon Funds |
American Beacon Funds |
Board |
Board of Trustees |
CBO |
Collateralized Bond Obligations |
CCO |
Chief Compliance Officer |
CD |
Certificate of Deposit |
CDO |
Collateralized Debt Obligations |
CFTC |
U.S. 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 of most or all of a Fund's net investment income |
Dodd-Frank Act |
Dodd-Frank Wall Street Reform and Consumer Protection Act |
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 |
IPO |
Initial Public Offering |
IRA |
Individual Retirement Account |
IRS |
Internal Revenue Service |
ISS |
Institutional Shareholder Services |
Management Agreement |
The Fund’s Management Agreement with the Manager. |
Manager |
American Beacon Advisors, Inc. |
MLP |
Master Limited Partnership |
Moody's |
Moody’s Investors Service, Inc. |
NAV |
net asset value |
NYSE |
New York Stock Exchange |
OTC |
Over-the-Counter |
Proxy Policy |
Proxy Voting Policy and Procedures |
QDI |
Qualified Dividend Income |
REIT |
Real Estate Investment Trust |
REMICs |
Real Estate Mortgage Investment Conduits |
RIC |
Regulated Investment Company |
SAI |
Statement of Additional Information |
SEC |
U.S. Securities and Exchange Commission |
Securities Act |
Securities Act of 1933, as amended |
State Street |
State Street Bank and Trust Co. |
STRIPS |
Separately traded registered interest and principal securities |
Trust |
An open-end management investment company |
Trustee Retirement Plan |
Trustee Retirement and Trustee Emeritus and Retirement Plan |
D-1 |
|
American Beacon
|
PROSPECTUS
October 28, 2019
Share Class |
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A |
C |
Y |
Institutional |
Investor |
American Beacon ARK Transformational Innovation Fund |
ADNAX |
ADNCX |
ADNYX |
ADNIX |
ADNPX |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by going to www.americanbeaconfunds.com and clicking on ‘‘Quick Links''
and then ‘‘Register for E-Delivery."
You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-658-5811, option 1, or
you may directly inform your financial intermediary of your wish. A notice that will be mailed to you each time a report
is posted will also include instructions for informing the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held with the American Beacon Funds Complex or your financial intermediary, as applicable.
This Prospectus contains important information you should know about investing, including information about risks. Please read it before you invest and keep it for future reference.
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
1 |
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Additional Information About Investment Policies and Strategies |
8 |
8 |
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9 |
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15 |
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16 |
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16 |
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16 |
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17 |
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20 |
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23 |
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24 |
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25 |
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26 |
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26 |
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26 |
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26 |
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Back Cover
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A-1 |
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B-1 |
American Beacon
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Investment Objective
The Fund seeks long-term growth of capital.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales discounts if you and your eligible family members invest, or agree to invest in the future, at least $50,000 in all classes of the American Beacon Funds on an aggregated basis. More information about these and other discounts is available from your financial professional and in "Choosing Your Share Class" on page 17 of the Prospectus and "Additional Purchase and Sale Information for A Class Shares" on page 36 of the statement of additional information ("SAI"). With respect to purchases of shares through specific intermediaries, you may find additional information regarding sales charge discounts and waivers in Appendix A to the Fund's Prospectus entitled "Intermediary Sales Charge Discounts and Waivers". Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
A |
C |
Y |
Institutional |
Investor |
|||||
Maximum sales charge imposed on purchases (as a percentage of offering price) |
5.75 |
% |
None |
None |
None |
None |
||||
Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
0.50 |
%1 |
1.00 |
% |
None |
None |
None |
1 A contingent deferred sales charge (‘‘CDSC'') of 0.50% will be charged on certain purchases of $1,000,000 or more of A Class shares that are redeemed in whole or part within 18 months of purchase.
2 Other Expenses are based on estimated expenses for the current fiscal year.
3 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
4 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's A Class, C Class, Y Class, Institutional Class and Investor Class shares, as applicable, through October 31, 2020 to the extent that Total Annual Fund Operating Expenses exceed 1.39% for the A Class, 2.14% for the C Class, 1.09% for the Y Class, 0.99% for the Institutional Class, and 1.37% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
5 During the last fiscal year, the Fund invested in a wholly owned subsidiary organized under Delaware law (the "Delaware Subsidiary").
The Delaware Subsidiary's financial statements are consolidated with those of the Fund. The Delaware Subsidiary, which was
liquidated on October 25, 2018, was classified for federal tax purposes as a regular corporation or so-called "C" corporation. As a "C" corporation, the
Delaware Subsidiary incurred federal income tax liability associated with gains that the Delaware Subsidiary recognized on
sales of its sole investment, shares of the Bitcoin Investment Trust, which the Fund had contributed to the Delaware Subsidiary.
The Manager has contractually agreed to reimburse the Fund for the amount of any tax liability incurred by the Delaware Subsidiary
in connection with the sale of its shares of the Bitcoin Investment Trust. Therefore, any reduction in the Delaware Subsidiary's
value resulting from that liability did not adversely impact the Fund's net asset value per share.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that the Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020, and the tax liability reimbursement arrangement. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Prospectus – Fund Summary |
1 |
Assuming no redemption of shares:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
C |
$ 219 |
$ 901 |
$ 1,608 |
$ 3,483 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 63% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to achieve long-term growth of capital by investing primarily in domestic and foreign equity securities of transformational innovation companies.
The sub-advisor defines transformational innovation companies as those with divisions that primarily focus on developing or benefitting from new products, services, technologies or advancements that disrupt, or are expected to disrupt, existing markets or processes. The types of transformational innovation companies that the Fund expects to invest in are those companies primarily engaged in research, including research relating to: (i) genomics ("Genomic Revolution Research"), (ii) industrial innovation ("Industrial Innovation Research"), (iii) shared technology and the internet ("Next Generation Internet Research"), or (iv) financial services ("FinTech Innovation Research"), among others. The sub-advisor uses internally-generated and externally-sourced research and analysis to assemble a diverse array of information from which to identify transformational innovation companies.
Genomic Revolution Research. The sub-advisor defines Genomic Revolution Research as research that focuses on extending and enhancing the quality of human, and other, life. This research incorporates technological and scientific developments, improvements and advancements in genomics (the study of genes, DNA and their functions, and related analytical techniques), bionics and products or services that improve and enhance life and fundamentally change existing industries. Genomic Sequencing refers to the techniques that allow researchers to read and decipher the genetic information found in DNA. Genomic Revolution Research may be classified in multiple sectors including health care, information technology, materials, energy and consumer discretionary.
Industrial Innovation Research. The sub-advisor defines Industrial Innovation Research as research that focuses on technological improvements and advancements in the industrial sectors, including energy, manufacturing, and transportation. For example, energy transformation companies may seek to develop innovations in areas of energy location, development, storage or usage. Transportation companies may seek to develop innovation in the areas of mobility, such as drones and self-driving cars. Manufacturing innovators may seek applications for robotics, 3D printing, and similar productivity-enhancing technologies.
Next Generation Internet Research. The sub-advisor defines Next Generation Internet Research as research that focuses on developments in the global technology infrastructure, including hardware, software and the shift to mobile devices. This research may incorporate shared technology, such as shared data storage and processing, computer network applications and internet security. Applications could include, those that link homes, automobiles and workplaces to mobile devices or other convenient media.
FinTech Innovation Research. The sub-advisor defines FinTech Innovation Research as that research that focuses on innovations in the financial sector including payment technologies, lending methods, currencies and business analytics. Technology-enabled enhancements in financial services may also interact with a variety of other innovation themes as the concepts of finance apply across industries and transactions.
The sub-advisor's process for identifying investments uses both ‘‘top down'' (macro-economic and business cycle analysis) and ‘‘bottom up'' (valuation, fundamental and quantitative measures) approaches to identify investment opportunities.
Under normal circumstances, substantially all of the Fund's assets are invested in a portfolio of equity securities including common stocks and other equity investments or ownership interests in business enterprises that are relevant to the Fund's investment theme of transformational innovation. The Fund's investments include issuers of all capitalizations. The Fund's investments in foreign equity securities are in both developed and emerging markets. The Fund invests in American Depositary Receipts (‘‘ADRs'') and securities sold on foreign exchanges and securities denominated in foreign currencies when purchasing foreign equities. The Fund may engage in foreign currency transactions on a spot (cash) basis at the rate prevailing in the currency exchange market. The Fund may have significant exposure to the Health Care and Information Technology sectors. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to these sectors may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
The sub-advisor may sell a security if it believes that a company has become disrupted or is no longer on the leading edge of fast-moving industries or innovation. The sub-advisor may also sell positions to (i) take advantage of opportunities created by short-term market actions or market sentiment, (ii) provide liquidity to invest in companies that the sub-advisor has relatively more confidence in, or (iii) invest in companies that the sub-advisor believes offer more market opportunity relative to their current price. The Fund at times may invest in shares of other investment companies, including money market funds and exchange-traded funds ("ETFs"), and may lend its securities to broker-dealers and other institutions to earn additional income. The Fund may invest in securities of investment companies advised by the Manager.
The Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of issuers.
Principal Risks
There is no assurance that the Fund will achieve its investment objective and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Allocation and Correlation Risk
The sub-advisor's judgments about, and allocations among, strategies, asset classes and market exposures may adversely affect
the Fund's performance. There can be no assurance, particularly during periods of market disruption and stress, that the
sub-advisor's judgements about asset allocation and market correlations will be correct. This risk may be increased by the use of derivatives to increase allocations to various market exposures.
2 |
Prospectus – Fund Summary |
Asset Selection Risk
Assets selected by the sub-advisor or the Manager for the Fund may not perform to expectations. The sub-advisor's investment
models may rely in part on data derived from third parties and may not perform as intended. This could result in the Fund's
underperformance compared to other funds with similar investment objectives.
Counterparty Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty,
will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise
honor its obligations to the Fund.
Credit Risk
The Fund is subject to the risk that the counterparty to a derivatives contract or a loan, may fail, or become less able,
to make timely payment of interest or principal or otherwise honor its obligations or default completely. Changes in the actual
or perceived creditworthiness of an issuer, or a downgrade or default affecting any of the Fund's securities, could affect
the Fund's performance.
Currency Risk
The Fund may have exposure to foreign currencies by using various instruments described below. Foreign currencies may fluctuate
significantly over short periods of time, may be affected unpredictably by intervention, or the failure to intervene, of the
U.S. or foreign governments or central banks, and may be affected by currency controls or political developments in the U.S.
or abroad. Foreign currencies may also decline in value relative to the U.S. dollar and other currencies and thereby affect
the Fund's investments in non-U.S. currencies or in securities that trade in, and receive revenues in, or in derivatives that
provide exposure to, non-U.S. currencies. The Fund may gain exposure to foreign currencies because of its investments in one
or more of the following:
Non-U.S. currencies
Securities denominated in non-U.S. currencies
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Derivatives Risk
Derivatives may involve significant risk. The use of derivative instruments may expose the Fund to additional risks that
it would not be subject to if it invested directly in the securities or other instruments underlying those derivatives, including
the high degree of leverage often embedded in such instruments, and potential material and prolonged deviations between the
theoretical value and realizable value of a derivative. Some derivatives have the potential for unlimited loss, regardless
of the size of the Fund's initial investment. Derivatives may at times be illiquid, and the Fund may not be able to close
out or sell a derivative at a particular time or at an anticipated price. Certain derivatives may be difficult to value, and
valuation may be more difficult in times of market turmoil. Derivatives may also be more volatile than other types of investments.
The Fund may buy or sell derivatives not traded on an exchange, which may be subject to heightened liquidity and valuation
risk. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty
risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any
recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund
to greater losses in the event of a default by a counterparty. Ongoing changes to the regulation of the derivatives markets
and potential changes in the regulation of funds using derivative instruments could limit the Fund's ability to pursue its
investment strategies. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity,
value or performance.
Emerging Markets Risk
When investing in emerging markets, the risks of investing in foreign securities, as discussed below, are heightened. Emerging
markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other
developed markets. There are also risks of: greater political uncertainties; an economy's dependence on revenues from particular
commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential
buyers for such securities resulting in increased volatility and limited liquidity for emerging market securities; trading
suspensions; and delays and disruptions in securities settlement procedures. The governments of emerging market countries
may also be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions
on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets,
and/or impose burdensome taxes that could adversely affect security prices. In addition, there may be less publicly available
information about issuers in emerging markets than would be available about issuers 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.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges Risk. Depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges are subject to certain of the risks associated with investing directly in foreign securities, including, but not limited to,
Prospectus – Fund Summary |
3 |
currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.
Foreign Investing Risk
Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited
to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity, (4) lack of uniform
accounting, auditing and financial reporting standards, (5) increased volatility, (6) different government regulation and
supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign
markets.
Hedging Risk
If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument
does not correlate to the risk sought to be hedged, the hedge might be unsuccessful, reduce the Fund's return, or create a
loss. In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its
investments. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not
used the hedging instruments.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Liquidity Risk
The Fund is susceptible to the risk that certain investments held by the Fund may have limited marketability or be subject
to restrictions on sale, and may be difficult or impossible to purchase or sell at favorable times or prices. An inability
to sell a portfolio position can adversely affect the Fund's value or prevent the Fund from being able to take advantage of
other investment opportunities. The Fund could lose money if it is unable to dispose of an investment at a time that is most
beneficial to the Fund. The Fund may be required to dispose of investments at unfavorable times or prices to satisfy obligations,
which may result in losses or may be costly to the Fund. For example, the Fund may be forced to sell certain investments at
unfavorable prices to meet redemption requests or other cash needs. Judgment plays a greater role in pricing illiquid investments
than in investments with more active markets.
Market Risk
The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall
economic conditions and other factors. The value of a security may decline due to general market conditions which are not
specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general
outlook for corporate earnings, changes in interest or currency rates or adverse investment sentiment generally. Changes in
the financial condition of a single issuer can impact a market as a whole. A rise in protectionist trade policies, risks associated
with the United Kingdom's vote to leave the European Union, the risk of a trade dispute between the United States and China,
and the possibility of changes to some international trade agreements, could affect the economies of many nations, including
the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic
conditions may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political
and governmental events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial
markets and the broader economy, perhaps suddenly and to a significant degree.
Market Timing Risk
The Fund is subject to the risk of market timing activities by investors due to the Fund's investments in foreign securities,
or its exposure to foreign securities through the derivatives it holds. Frequent trading by Fund shareholders poses risks
to other shareholders in the Fund, including (i) the dilution of the Fund's net asset value ("NAV"), (ii) an increase in the
Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies.
Micro-Capitalization Companies Risk
Micro-capitalization companies are subject to substantially greater risks of loss and price fluctuations because their earnings
and revenues tend to be less predictable. Since micro-capitalization companies may not have an operating history, product
lines, or financial resources, their share prices tend to be more volatile and their markets less liquid than companies with
larger market capitalizations, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
The shares of micro-capitalization companies tend to trade less frequently than those of larger, more established companies,
which can adversely affect the pricing of these securities and the future ability to sell these securities.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Model and Data Risk
Models and data are used to screen potential investments for the Fund. When models or data prove to be incorrect or incomplete,
any decisions made in reliance thereon expose the Fund to potential risks. Some of the models used by the sub-advisor are
predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based
on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and
reliability of the supplied historical data. There is no assurance that the models are complete or accurate, or representative
of future market cycles, nor will they always be beneficial to the Fund if they are accurate. Additionally, programs may become
outdated or experience malfunctions which may not be identified by the sub-advisor and therefore may also result in losses
to the Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy
of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction).
4 |
Prospectus – Fund Summary |
Non-Diversification Risk
The Fund is non-diversified, which means it may focus its investments in the securities of a comparatively small number of
issuers. Investments in securities of a limited number of issuers exposes the Fund to greater market risk, price volatility
and potential losses than if assets were diversified among the securities of a greater number of issuers.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
ETFs. To the extent the Fund invests in exchange-traded funds ("ETFs") that invest in equity securities, fixed income securities and/or foreign securities, or track an index, the Fund is subject to the risks associated with the underlying investments held by the ETF or the index fluctuations to which the ETF is subject. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their net asset value ("NAV") and may not be liquid. An ETF that tracks an index may not precisely replicate the returns of its benchmark index.
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments
and economic conditions that significantly affect those sectors. Individual sectors may move up and down more than the broader
market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Because the Fund may hold a limited number of securities, it may at times be substantially over-weighted in certain economic
sectors and under-weighted in others. Accordingly, the Fund's performance is likely to be disproportionately affected by the
factors influencing those sectors.
Health Care Sector Risk. The health care sector may be affected by government regulations and health care programs, restrictions on government reimbursement for medical expenses, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many health care companies are (i) heavily dependent on patent protection and intellectual property rights, such that the expiration of a patent may adversely affect their profitability, (ii) subject to extensive litigation based on product liability and similar claims, and (iii) subject to competitive forces that may make it difficult to raise prices and may result in price discounting. Many health care products and services may be subject to regulatory approvals. The process of obtaining such approvals may be long and costly, and delays in or failure to receive such approvals may negatively impact the business of such companies. Additional or more stringent laws and regulations enacted in the future could have a material adverse effect on companies in the health care sector.
Biotechnology Company Risk. In addition, issuers in the health care sector include issuers with their principal activities in the biotechnology industry,
which has additional risks. A biotechnology company's valuation can often be based largely on the potential or actual performance
of a limited number of products and can accordingly be greatly affected if one of its products proves unsafe, ineffective
or unprofitable. Biotechnology companies are subject to regulation by, and the restrictions of, the U.S. Food and Drug Administration,
the U.S. Environmental Protection Agency, state and local governments, and non-U.S. regulatory authorities.
Information Technology Sector Risk. The information technology sector includes companies engaged in internet software and services, technology hardware and storage peripherals, electronic equipment and components, and semiconductors and semiconductor equipment. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face rapid product obsolescence due to technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Failure to introduce new products, develop and maintain a loyal customer base or achieve general market acceptance for their products could have a material adverse effect on a company's business. Companies in the information technology sector are heavily dependent on intellectual property and the loss of patent, copyright or trademark protections may adversely affect the profitability of these companies.
Financial Technology Company Risk. Financial Technology ("FinTech") companies generally face competition from much larger and more established firms. FinTech
companies may not be able to capitalize on their disruptive technologies if they face political and/or legal attacks from
competitors, industry groups or local and national governments. A FinTech company may not currently or in the future derive
any revenue from innovative technologies.
Internet Company Risk. Many Internet-related companies have incurred large losses since their inception and may continue to incur large losses in
the hope of capturing market share and generating future revenues. Accordingly, many such companies expect to incur significant
operating losses for the foreseeable future, and may never be profitable. The markets in which many Internet companies compete
face rapidly evolving industry standards, frequent new service and product announcements, introductions and enhancements and
changing customer demands. The failure of an Internet company to adapt to such changes could have a material adverse effect
on the company's business. In addition, the widespread adoption of new Internet, networking, or telecommunications technologies,
or other technological changes, could require substantial expenditures by an Internet company to modify or adapt its services
or infrastructure, which could have a material adverse effect on an Internet company's business.
Semiconductor Company Risk. Competitive pressures may have a significant effect on the financial condition of semiconductor companies and, as product
cycles shorten and manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing,
which hampers profitability. Reduced demand for end-user products, under-utilization of manufacturing capacity, and other
factors could adversely impact the operating results of companies in the semiconductor sector. Semiconductor companies typically
face high capital costs and may be heavily dependent on intellectual property rights. The semiconductor sector is highly cyclical,
which may cause the operating results of many semiconductor companies to vary significantly. The stock prices of companies
in the semiconductor sector have been and likely will continue to be extremely volatile.
Next Generation Internet Companies Risk. The risks described above apply, in particular, to the Fund's investment in Web x.0 Companies, which the sub-advisor considers to be companies that are focused on and expected to benefit from shifting the bases of technology infrastructure
from hardware and software to the cloud, enabling mobile and local services. This includes companies that rely on or benefit
from the increased use of shared technology, infrastructure and services.
Internet Information Provider Company Risk. Internet information provider companies provide Internet navigation services and reference guide information and publish, provide or present proprietary, advertising and/or third party content. Such companies often derive
a large portion of their revenues from advertising, and a reduction in spending by or loss of advertisers could seriously harm their business. This
business is rapidly evolving and intensely competitive, and is subject to changing technologies, shifting user needs, and frequent introductions of new products
and services. The research and development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation
and investment, as well as the accurate anticipation of technology trends, market trends and consumer needs. The number of people who access
the Internet is increasing dramatically and a failure to attract and retain a substantial number of such users to a company's products and services or
to develop products and technologies that are more compatible with alternative devices could adversely affect operating results. Concerns regarding
a company's products,
Prospectus – Fund Summary
5
services or processes that may compromise the privacy of users or other privacy related matters, even if unfounded, could
damage a company's reputation and adversely affect operating results.
Securities Lending Risk
The borrower of a Fund's securities must provide collateral 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 in an amount at least equal to the value of the loaned securities.
For loans collateralized with cash, the Fund invests the cash in other securities. To the extent the Fund lends its securities,
it may be subject to the following risks: i) borrowers of the Fund's securities may provide collateral in the form of cash
that is reinvested in securities, ii) the securities in which the cash collateral is invested may not perform sufficiently
to cover the return collateral payments owed to borrowers, iii) delays may occur in the recovery of securities from borrowers,
which could interfere with the Fund's ability to vote proxies or to settle transactions, and iv) there is the risk of possible
loss of rights in the collateral should the borrower fail financially.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. This could result in the Fund's underperformance compared to its
benchmark index(es), or other funds with similar investment objectives or strategies.
Small Capitalization Companies Risk
Investing in the securities of small-capitalization companies involves greater risk and the possibility of greater price
volatility than investing in larger capitalization and more established companies. Since small-capitalization companies may
have narrower commercial markets, and more limited operating history, product lines, and managerial and financial resources
than larger, more established companies, the securities of these companies may lack sufficient market liquidity and they can
be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Transformational Innovation Risk
Companies that the sub-advisor believes are capitalizing on transformational innovation and developing technologies to displace older technologies
or create new markets may not in fact do so. Companies that initially develop a novel technology may not be able to capitalize
on the technology. Companies that develop transformational technologies may face political or legal challenges from competitors,
industry groups or local and national governments. These companies may also be exposed to risks applicable to sectors other
than the transformational innovation theme for which they are chosen, and the securities issued by these companies may underperform
the securities of other companies that are also focused on a particular theme.
Valuation Risk
The Fund may value certain assets at a price different from the price at which they can be sold. This risk may be especially
pronounced for investments that are illiquid or may become illiquid, or securities that trade in relatively thin markets and/or
markets that experience extreme volatility. The Fund's ability to value its 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.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated. The A Class and C Class shares of the Fund commenced operations on January 2, 2019. The performance for the A Class and C Class shares in the table below represents the returns achieved by the Fund's Institutional Class shares from January 27, 2017 through December 31, 2018. The A Class and C Class shares would have had similar annual returns to the Institutional Class shares, because the shares are invested in the same portfolio securities. However, because the Institutional Class shares has lower expenses than the A Class shares and C Class shares, its performance was better than the performance the A Class shares and C Class shares would have realized in the same period. The A Class shares and C Class shares performance shown in the table has not been adjusted for differences in operating expenses of the newer and older share classes, but the A Class shares and C Class shares performance has been adjusted for the impact of the maximum applicable sales charge. You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
01/27/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(3.30 |
%) |
28.52 |
% |
Returns After Taxes on Distributions |
|
|
(5.08 |
%) |
26.29 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
(1.29 |
%) |
21.57 |
% |
6 |
Prospectus – Fund Summary |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
A |
01/02/2019 |
|
(8.55 |
%) |
25.08 |
% |
C |
01/02/2019 |
|
(3.98 |
%) |
28.99 |
% |
Y |
01/27/2017 |
|
(3.04 |
%) |
28.86 |
% |
Institutional |
01/27/2017 |
|
(2.98 |
%) |
28.99 |
% |
|
|
1 Year |
Since Inception 01/27/2017 |
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
S&P 500 Index |
|
|
(4.38 |
%) |
6.82 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is ARK Investment Management LLC.
Portfolio Manager
ARK Investment Management LLC
|
Catherine D. Wood
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's net asset value ("NAV") per share next calculated after your order is received in proper form, subject to any applicable sales charge.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
C |
$1,000 |
$50 |
$250 |
A, Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
Prospectus – Fund Summary |
7 |
Additional Information About the Fund
To help you better understand the Fund, this section provides a detailed discussion of the Fund's investment policies, its principal strategies and principal risks and performance benchmark. However, this Prospectus does not describe all of the Fund's investment practices. Capitalized terms that are not otherwise defined are defined in Appendix B. For additional information, please see the Fund's SAI, which is available at www.americanbeaconfunds.com or by contacting us via telephone at 1-800-658-5811, by U.S. mail at P.O. Box 219643, Kansas City, MO 64121-9643, or by e-mail at americanbeaconfunds@ambeacon.com.
Additional Information About Investment Policies and Strategies
Investment Objective
The Fund's investment objective is long-term growth of capital.
The Fund's investment objective is "non-fundamental," which means that it may be changed by the Fund's Board without the approval of Fund shareholders.
Temporary Defensive Policy
The Fund may depart from its principal investment strategy by taking temporary defensive positions in response to adverse market, economic, political or other conditions. During these times, the Fund may not achieve its investment objective.
Additional Information About the Management of the Fund
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager. The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Fund. The Manager:
develops overall investment strategies for the Fund,
selects and changes sub-advisors,
allocates assets among sub-advisors,
monitors and evaluates the sub-advisor's investment performance,
monitors the sub-advisor's compliance with the Fund's investment objectives, policies and restrictions,
oversees the Fund's securities lending activities and actions taken by the securities lending agent to the extent applicable, and
directs the investment of the portion of Fund assets that the sub-advisor determines should be allocated to short-term investments.
The assets of the Fund are currently allocated by the Manager to one sub-advisor, ARK Investment Management LLC ("ARK"). ARK has full discretion to purchase and sell securities for the Fund in accordance with the Fund's objective, policies, restrictions and more specific strategies provided by the Manager. The Manager oversees the sub-advisor but does not reassess individual security selections made by the sub-advisor for the Fund.
Although the Manager has no current intention to do so, the Fund's assets may be allocated among one or more additional sub-advisors in the future by the Manager. The Fund operates in a manager-of-managers structure. The Fund and the Manager have received an exemptive order from the SEC that permits the Fund, subject to certain conditions and approval by the Board, to hire and replace sub-advisors that are unaffiliated with the Manager without approval of the shareholders. In the future, the Fund and the Manager may rely on an SEC staff no-action letter, dated July 9, 2019, that would permit the Fund to expand its exemptive relief to hire and replace sub-advisors that are affiliated and unaffiliated with the Manager without shareholder approval, subject to approval by the Board and certain other conditions. The Manager has ultimate responsibility, subject to oversight by the Board, to oversee sub-advisors and recommend their hiring, termination and replacement. The order also exempts the Fund from disclosing the advisory fees paid by the Fund to individual sub-advisors that are unaffiliated with the Manager in various documents filed with the SEC and provided to shareholders, and, in the future, the Fund may rely on the SEC staff no-action letter to expand its exemptive relief to individual sub-advisors that are affiliated with the Manager. Instead, the fees payable to sub-advisors unaffiliated with or partially-owned by the Manager or its parent company would be aggregated, and fees payable to sub-advisors that are wholly-owned by the Manager or its parent company, if any, would be aggregated with fees payable to the Manager. Whenever a sub-advisor change is proposed in reliance on the order, in order for the change to be implemented, the Board, including a majority of its "non-interested" trustees, must approve the change. In addition, the Fund is required to provide shareholders with certain information regarding any new sub-advisor within 90 days of the hiring of any new sub-advisor.
Additional Information About Investments
This section provides more detailed information regarding certain of the Fund's principal investment strategies as well as information regarding the Fund's strategy with respect to investment of cash balances.
Cash Management Investments
The 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 or the sub-advisor. If the Fund invests in money market funds, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders will bear their proportionate share of the expenses, including, for example, advisory and administrative fees, of the money market funds in which the Fund invests, such as advisory fees charged by the Manager to any applicable money market funds advised by the Manager, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund's own operations. Shareholders also would be exposed to the risks associated with money market funds and the portfolio investments of such money market funds, including the risk that a money market fund's yield will be lower than the return that the Fund would have derived from other investments that provide liquidity.
The Fund may also purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
Currencies
The Fund may invest in foreign currencies, foreign currency-denominated securities, and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time. The Fund also may use foreign currency, foreign currency denominated instruments, and foreign currency derivatives to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
8 |
Prospectus – Additional Information About the Fund |
The Fund does not invest directly in cryptocurrencies or in derivative instruments that have cryptocurrencies as underlying assets. In addition, the Fund does not invest in cryptocurrencies through other investment companies, such as exchange-traded funds or other funds, that seek to track the price of one or more cryptocurrencies.
Derivative Investments
Derivatives are financial instruments that have a value that depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, indexes, or currencies.
Equity Investments
The Fund's equity investments may include:
Common Stocks. Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. Common stock may be traded via an exchange or over-the-counter. Over-the-counter stock may be less liquid than exchange-traded stock.
Depositary Receipts. The Fund may invest in securities issued by foreign companies through ADRs. These securities are subject to many of the risks inherent in investing in foreign securities, including, but not limited to, currency fluctuations and political and financial instability in the home country of a particular ADR. ADRs are U.S. dollar-denominated receipts issued generally by domestic banks and represent the deposit with the bank of a security of a foreign issuer. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund's possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.
Other Investment Companies Securities
The Fund at times may invest in shares of other investment companies, including money market funds and ETFs. The Fund may invest in securities of an investment company advised by the Manager or the Sub-Advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the 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 the Fund's own operations. These other fees and expenses, if applicable, are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in this Prospectus. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
The 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. The Fund could invest in money market funds rather than purchasing individual short-term investments. If the Fund invests in money market funds, shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which the Fund invests, including advisory fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
The Fund may invest in ETFs. ETFs trade like a common stock, and passively-managed ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies but also presents some additional risks due to being exchange traded. The price of an ETF can fluctuate within a wide range, and the Fund could lose money investing in an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF's shares may trade at a discount or premium to their its NAV; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally.
Additional Information About Risks
The greatest risk of investing in a mutual fund is that its returns will fluctuate and you could lose money. The following section provides additional information regarding the Fund's principal risk factors in light of its principal investment strategies. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Allocation and Correlation Risk
This is the risk that the sub-advisor's judgments about, and allocations among, asset classes and market exposures may adversely affect the Fund's performance. This risk may be increased by the use of derivatives to increase allocations to various market exposures because derivatives can create investment leverage, which will magnify the impact to the Fund of its investment in any underperforming market exposure. Some broad asset categories and
Prospectus – Additional Information About the Fund |
9 |
sub-classes may perform below expectations or the securities markets generally over short and extended periods. There can be no assurance, particularly during periods of market disruption and stress, that the sub-advisor's judgments about asset allocation and market correlations will be correct.
Asset Selection Risk
Assets selected by the sub-advisor or the Manager for the Fund may not perform to expectations. The portfolio manager's judgments about the attractiveness, value and potential performance of a particular asset class or individual security may be incorrect, and there is no guarantee that individual securities will perform as anticipated. Additionally, asset classes tend to go through cycles of outperformance and underperformance in comparison to each other and to the general securities markets. The sub-advisor's investment models may rely in part on data derived from third parties and may not perform as intended. This could result in the Fund's underperformance compared to other funds with similar investment objectives.
Counterparty Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty, will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise honor its obligations to the Fund. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty.
Credit Risk
The Fund is subject to the risk that the issuer or guarantor of a debt security, or the counterparty to a derivatives contract or a loan, may fail, or become less able, to make timely payment of interest or principal or otherwise honor its obligations or default completely. A decline in the credit rating of an individual security held by the Fund may have an adverse impact on its price and may make it difficult for the Fund to sell it. Ratings represent a rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies might not always change their credit rating on an issuer or security in a timely manner to reflect events that could affect the issuer's ability to make timely payments on its obligations. Credit risk is typically greater for securities with ratings that are below investment grade (commonly referred to as "junk bonds"). Changes in the actual or perceived creditworthiness of an issuer, or a downgrade or default affecting any of the Fund's securities, could affect the Fund's performance.
Currency Risk
The Fund may have exposure to foreign currencies by using various instruments described below. Foreign currencies may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, may be affected unpredictably by intervention, or the failure to intervene, of the U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, and may be affected by the imposition of currency controls or political developments in the U.S. or abroad. As a result, the Fund's exposure to foreign currencies either directly or through portfolio investments, may reduce the returns of the Fund. Foreign currencies may also decline in value relative to the U.S. dollar and other currencies and thereby affect the Fund's investments in non-U.S. currencies or in securities that trade in and receive revenues in non-U.S. currencies, or in derivatives that provide exposure to non-U.S. currencies. In addition, changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency futures, options or swaps may not always work as intended, and in specific cases, the Fund may be worse off than if it had not used such instrument(s). In the case of hedging positions, the U.S. dollar or other currency may decline in value relative to the foreign currency that is being hedged and thereby affect the Fund's investments. There may not always be suitable hedging instruments available. Even where suitable hedging instruments are available, the Fund may choose to not hedge its currency risks. The Fund may gain exposure to foreign currencies because of its investments in one or more of the following:
Non-U.S. currencies
Securities denominated in non-U.S. currencies
Cybersecurity and Operational Risk
The Fund, its service providers, and third-party fund distribution platforms, and shareholders' ability to transact with the Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being unable to access electronic systems (also known as "denial of services"), loss or theft of proprietary information or corporate data, interference with the Fund's ability to calculate its NAV, impediments to trading, physical damage to a computer or network system, or remediation costs associated with system repairs.
The occurrence of any of these problems could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations in such plans and systems, and it is not possible for the Manager, Fund service providers, or third-party fund distribution platforms to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.
Derivatives Risk
Derivatives are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, indexes or currencies. The Fund may use derivatives to hedge against fluctuations in currency exchange rates, to manage certain investment risks or as a substitute for the purchase or sale of the underlying currencies or securities.
Derivatives can be highly complex and their use within a management strategy can require specialized skills. There can be no assurance that any strategy used will succeed. If the sub-advisor incorrectly forecasts currency exchange rates in utilizing a specific derivatives strategy for the Fund, the Fund could lose money. In addition, leverage embedded in a derivative instrument can expose the Fund to greater risk and increase its costs. Gains or losses in the value of a derivative instrument may be magnified and be much greater than the derivative's original cost (generally the initial margin deposit).
Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment, for example, where the Fund may be called upon to deliver a security it does not own. Derivatives may be illiquid and may be more volatile than other types of investments. The Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. Certain derivatives may also be difficult to value, and valuation may be more
10 |
Prospectus – Additional Information About the Fund |
difficult in times of market turmoil. The Fund may buy or sell derivatives not traded on organized exchanges. The Fund may also enter into transactions that are not cleared through clearing organizations. These types of transactions may be subject to heightened liquidity and valuation risk. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. Certain derivatives require the Fund to post margin to secure its future obligation; if the Fund has insufficient cash, it may have to sell investments from its portfolio to meet daily variation margin requirements at a time when it may be disadvantageous to do so. The Fund's use of derivatives also may create financial leverage, which may result in losses that exceed the amount originally invested and accelerate the rate of losses. Suitable derivatives may not be available in all circumstances, and there can be no assurance that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial.
Although the Fund may attempt to hedge against certain risks, the hedging instruments may not perform as expected and could produce losses. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments. The Fund may not hedge certain risks in particular situations, even if suitable instruments are available.
Ongoing changes to the regulation of the derivatives markets and potential changes in the regulation of funds using derivative instruments could limit the Fund's ability to pursue its investment strategies. The extent and impact of the regulation is not yet fully known and may not be for some time. New regulation may make derivatives more costly, may limit their availability, may disrupt markets, or may otherwise adversely affect their value or performance. In addition to other changes, these rules provide for central clearing of derivatives that in the past were traded exclusively over-the-counter and may increase costs and margin requirements, but are expected to reduce certain counterparty risks.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, a sub-advisor may wish to retain the Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. The Fund's ability to use derivatives may also be limited by certain regulatory and tax considerations.
Emerging Markets Risk
When investing in emerging markets, the risks of investing in foreign securities are heightened. Emerging markets have unique risks that are greater than, or in addition to, the risks associated with investing in developed markets because emerging markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other developed markets. There are also risks of: greater political uncertainties; an economy's dependence on revenues from particular commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential buyers for such securities, resulting in increased volatility and limited liquidity for emerging market securities; trading suspensions; and delays and disruptions in securities settlement procedures. The economies and political environments of emerging market countries tend to be more unstable than those of developed countries, resulting in more volatile rates of return than the developed markets and substantially greater risk to investors. The governments of emerging market countries may also be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets, and/or impose burdensome taxes that could adversely affect security prices. In addition, there may be less publicly available information about issuers in emerging markets than would be available about issuers 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 emerging market countries, fraud and corruption may be more prevalent than in developed market countries.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities, which may expose the Fund to the following additional risks:
Common Stocks Risk. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, exchange rates or industry regulation. Companies that pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U. S. Exchanges Risk. The Fund may invest in securities issued by foreign companies through American Depositary Receipts ("ADRs") and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. These securities are generally subject to many of the same risks of investing in the foreign securities that they evidence or into which they may be converted, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.
Foreign Investing Risk
Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) different government regulation and supervision of foreign banks, stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets. There may be very limited oversight of certain foreign banks or securities depositories that hold foreign securities and currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank, depository, or their agents goes bankrupt. To the extent the Fund invests a significant portion of its assets in securities of a single country or region, it is more likely to be affected by events or conditions of that country or region.
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Hedging Risk
The Fund may enter into hedging transactions with the intention of reducing or controlling risk. It is possible that hedging strategies will not be effective in controlling risk, due to unexpected non-correlation (or even positive correlation) between the hedging instrument and the position being hedged, increasing, rather than reducing, both risk and losses. To the extent that the Fund enters into hedging transactions, the hedges will not be static but rather will need to be continually adjusted based on the sub-advisor's assessment of market conditions, as well as the expected degree of non-correlation between the hedges and the portfolio being hedged. The success of the Fund's hedging strategies will depend on the sub-advisor's ability to implement such strategies efficiently and cost-effectively, as well as on the accuracy of the sub-advisor's judgments concerning the hedging positions to be acquired by the Fund. A counterparty to a hedging transaction may be unable to honor its financial obligation to the Fund. In addition, the sub-advisor may be unable to close the transaction at the time it would like or at the price it believes the security is currently worth. The Fund may not, in general, attempt to hedge all market or other risks inherent in the Fund's investments, and may hedge certain risks only partially, if at all. Certain risks, either in respect of particular investments or in respect of the Fund's overall portfolio, may not be hedged, particularly if doing so is economically unattractive. As a result, various directional market risks may remain unhedged. Gains or losses from positions in hedging instruments may be much greater than the instrument's original cost. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument does not correlate to the risk sought to be hedged, the hedge might be unsuccessful. The use of hedges may fail to mitigate risks, reduce the Fund's return, or create a loss. In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its investments. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund should not be relied upon as a complete investment program. The share price of the Fund fluctuates, which means that when you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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. When the issuer of a security implements strategic initiatives, including mergers, acquisitions and dispositions, there is the risk that the market response to such initiatives will cause the share price of the issuer's securities to fall.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities, such as changes in technology and consumer tastes. Large market capitalization companies may be unable to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Liquidity Risk
When there is little or no active trading market for specific types of securities, it can become more difficult to purchase or sell the securities at or near their perceived value. During such periods, certain investments held by the Fund may be difficult or impossible to purchase or sell at favorable times or prices. As a result, the Fund may have to lower the price on certain securities that it is trying to sell, sell other securities instead or forgo an investment opportunity, any of which could have a negative effect on Fund management or performance. An inability to sell a portfolio position can adversely affect the Fund's NAV or prevent the Fund from being able to take advantage of other investment opportunities. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. Redemptions by a few large investors in the Fund at such times may have a significant adverse effect on the Fund's NAV per share and remaining Fund shareholders. In addition, the market-making capacity of dealers in certain types of securities has been reduced in recent years, in part as a result of structural and regulatory changes, such as fewer proprietary trading desks and increased regulatory capital requirements for broker-dealers. Further, many broker-dealers have reduced their inventory of certain debt securities. This could negatively affect the Fund's ability to buy or sell debt securities and increase the related volatility and trading costs. The Fund may lose money if it is forced to sell certain investments at unfavorable prices to meet redemption requests or other cash needs. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.
Market Risk
Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in certain instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In some cases, traditional market participants have been less willing to make a market in some types of debt instruments, which has affected the liquidity of those instruments. During times of market turmoil, investors tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise and the yields to decline. Reduced liquidity in fixed income and credit markets may negatively affect many issuers worldwide. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. A rise in protectionist trade policies, slowing global economic growth, risks associated with the United Kingdom's vote to leave the EU, the risk of a trade dispute between the United States and China, and the possibility of changes to some international trade agreements, could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the present time.
In response to the financial crisis, the U.S. and other governments, the Federal Reserve, and certain foreign central banks have taken steps to support financial markets. In some countries where economic conditions are recovering, they are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the crisis, or investor perception that such efforts are not succeeding, could adversely impact the value and liquidity of certain securities. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations, including changes in tax laws. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be fully known for some time. Regulatory changes are causing some financial services companies to exit long-standing lines of business, resulting in dislocations for other market participants.
In addition, political and governmental events within the U.S. and abroad, such as the U.S. government's inability at times to agree on a long-term budget and deficit reduction plan, the threat of a federal government shutdown and threats not to increase the federal government's debt limit, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The U.S. government has reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. Markets may react strongly to expectations about the changes in these policies, which could increase volatility, especially if the market's expectations for changes in government policies are not borne out.
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Changes in market conditions will not have the same impact on all types of securities. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact of a significant rate increase on various markets. For example, because investors may buy securities or other investments with borrowed money, a significant increase in interest rates may cause a decline in the markets for those investments. Regulators have expressed concern that rate increases may cause investors to sell fixed income securities faster than the market can absorb them, contributing to price volatility. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country's economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
The precise timing and the resulting impact of the United Kingdom's departure from the EU, commonly referred to as "Brexit," are not yet known. The effect on the United Kingdom's economy will likely depend on the nature of trade relations with the EU and other major economies following its exit, which are matters to be negotiated. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies, as well as the broader global economy for some time, which could significantly adversely affect the value of the Fund's investments in the United Kingdom and Europe.
Market Timing Risk
Because the Fund invests in foreign securities, or has exposure to foreign securities through the derivatives it holds, it is particularly subject to the risk of market timing activities. Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including (i) the dilution of the Fund's NAV, (ii) an increase in the Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Because of specific securities in which the Fund may invest, it could be subject to the risk of market timing activities by shareholders. One example of these types of securities is foreign securities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, which is typically prior to the Fund's calculation of its NAV. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the NAV of the Fund's shares. While the Manager monitors trading in the Fund, there is no guarantee that it can detect all market timing activities.
Micro-Capitalization Companies Risk
Micro-capitalization companies are subject to substantially greater risks of loss and price fluctuations because their earnings and revenues tend to be less predictable. In addition, some companies may experience significant losses. Since micro-capitalization companies may not have an operating history, product lines, or financial resources, their share prices also tend to be more volatile and their markets less liquid than companies with larger market capitalizations, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings. The shares of micro-capitalization companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the future ability to sell these securities. Micro-capitalization companies face greater risk of business failure, which could increase the volatility of the Fund's portfolio.
Mid-Capitalization Companies Risk
Investments in mid-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger, more established companies. Mid-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance can be more volatile and they may face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, mid-capitalization companies may have less market liquidity than large capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings.
Model and Data Risk
Models and data are used to screen potential investments for the Fund. When models or data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Securities selected using models or data 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 value. Some of the models used by an applicable sub-advisor are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. Data for some companies, particularly non-U.S. companies, may be less available and/or less current than data for other companies. In addition, factors that affect a security's value can change over time and these changes may not be reflected in the quantitative model. There can be no assurance that the models are complete, accurate, or representative of future market cycles, nor that they will always be beneficial to the Fund if they are accurate. Additionally, programs may become outdated or experience malfunctions which may not be identified by the sub-advisor and therefore may also result in losses to the Fund. These models may negatively affect Fund performance for various other reasons, including human judgment, inaccuracy of historical data and non-quantitative factors (such as market or trading system dysfunctions, investor fear or overreaction). Assets selected using models and programs can react differently to issuer, political, market, and economic developments than the market as a whole or as compared to securities selected using only fundamental analysis, which could adversely affect value. Factors that affect an asset's value can change over time and these changes may not be reflected in the quantitative model. The data used to build the model is extremely complex and involves financial, economic, econometric and statistical theories which are then translated into computer code to create the applicable program. Human judgment plays a role in building, utilizing, testing and modifying the financial algorithms and formulas used in these models. Additionally, the data, which is typically supplied by third parties, can be imprecise or become stale due to new events or changing circumstances. Market performance can be affected by non-quantitative factors (for example, investor fear, over-reaction or other emotional considerations) that are not easily integrated into modeling programs. There may also be errors in the code for the models or issues relating to the computer systems used to screen securities. The sub-advisor's security selection can be adversely affected if it relies on erroneous or outdated data, and there is a risk that the finished model may contain errors; one or more of which could adversely affect the Fund's performance.
Non-Diversification Risk
Since the Fund is non-diversified, it may invest a high percentage of its assets in a limited number of issuers. When the Fund invests in a relatively small number of issuers, it may be more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Some of those issuers also may present substantial credit or other risks. When the Fund is non-diversified, its NAV and total return may also fluctuate more or be subject to declines in weaker markets than a diversified mutual fund. Investments in securities of a limited number of issuers exposes the Fund to greater market risk, price volatility and potential losses than if assets were diversified among the securities of a greater number of issuers.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses, including, for example, advisory and administrative fees, charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund must rely on
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the investment company in which it invests to achieve its investment objective. If the investment company fails to achieve its investment objective, the value of the Fund's investment may decline, adversely affecting the Fund's performance. To the extent the Fund invests in other investment companies that invest in equity securities, fixed income securities and/or foreign securities, or that track an index, the Fund is subject to the risks associated with the underlying investments held by the investment company or the index fluctuations to which the investment company is subject. The Fund will be subject to the risks associated with investments in those companies, including but not limited to the following:
ETFs. ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF's shares may trade at a discount or premium to its NAV; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. An ETF that tracks an index may not precisely replicate the returns of its benchmark index. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their NAV and may not be liquid. ETFs have expenses associated with their operation, typically including advisory fees.
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Sector Risk
The Fund's investing approach may dictate an emphasis on certain sectors or sub-sectors of the market at any given time. To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, it thereby presents a more concentrated risk and its performance will be especially sensitive to developments that significantly affect those sectors or sub-sectors. In addition, the value of the Fund's shares may change at different rates compared to the value of shares of another Fund with investments in a more diversified mix of sectors and industries. An individual sector, industry, or sub-sector of the market may have above-average performance during particular periods, but may also move up and down more than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events. The Fund's performance could also be affected if the sectors, industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely affect performance.
Health Care Sector Risk. The health care sector may be affected by government regulations and government health care programs, restrictions on government reimbursement for medical expenses, increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many health care companies are (i) heavily dependent on patent protection and intellectual property rights, such that the expiration of a patent may adversely affect their profitability, (ii) subject to extensive litigation based on product liability and similar claims, and (iii) subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. Health care companies may also be thinly capitalized and susceptible to product obsolescence. In addition, many health care products and services may be subject to regulatory approvals. The process of obtaining such approvals may be long and costly, and delays or failure to receive such approvals may negatively impact the business of such companies. Additional or more stringent laws and regulations enacted in the future could have a material adverse effect on such companies in the health care sector.
Biotechnology Company Risk. Issuers in the health care sector include issuers having their principal activities in the biotechnology industry or in medical
laboratories and research, which pose additional risks. A biotechnology company's valuation can often be based largely on
the potential or actual performance of a limited number of products and can accordingly be greatly affected if one of its
products proves unsafe, ineffective or unprofitable. Biotechnology companies are subject to regulation by, and the restrictions
of, the Food and Drug Administration, the Environmental Protection Agency, state and local governments, and foreign regulatory
authorities.
Information Technology Sector Risk. The information technology sector includes companies engaged in internet software and services, technology hardware and storage peripherals, electronic equipment instruments and components, and semiconductors and semiconductor equipment. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face rapid product obsolescence due to technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Failure to introduce new products, develop and maintain a loyal customer base or achieve general market acceptance for their products could have a material adverse effect on a company's business. Companies in the information technology sector are heavily dependent on intellectual property and the loss of patent, copyright and trademark protections may adversely affect the profitability of these companies.
Financial Technology ("FinTech") Company Risk. Companies that are developing financial technologies that seek to disrupt or displace established financial institutions
generally face competition from much larger and more established firms. FinTech companies may not be able to capitalize on
their disruptive technologies if they face political and/or legal attacks from competitors, industry groups or local and national
governments. Laws generally vary by country, creating some challenges to achieving scale. A FinTech company may not currently
derive any revenue, and there is no assurance that a FinTech company will derive any revenue from innovative technologies
in the future.
Internet Company Risk. Many Internet-related companies have incurred large losses since their inception and may continue to incur large losses in
the hope of capturing market share and generating future revenues. Accordingly, many such companies expect to incur significant
operating losses for the foreseeable future, and may never be profitable. The markets in which many Internet companies compete
face rapidly evolving industry standards, frequent new service and product announcements, introductions and enhancements and
changing customer demands. The failure of an Internet company to adapt to such changes could have a material adverse effect
on the company's business. In addition, the widespread adoption of new Internet, networking, or telecommunications technologies,
or other technological changes, could require substantial expenditures by an Internet company to modify or adapt its services
or infrastructure, which could have a material adverse effect on an Internet company's business.
Semiconductor Company Risk. Competitive pressures may have a significant effect on the financial condition of semiconductor companies and, as product
cycles shorten and manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing,
which hampers profitability. Reduced demand for end-user products, under-utilization of manufacturing capacity, and other
factors could adversely impact the operating results of companies in the semiconductor sector. Semiconductor companies typically
face high capital costs and may be heavily dependent on intellectual property rights. The semiconductor sector is highly cyclical,
which may cause the operating results of many semiconductor companies to vary significantly. The stock prices of companies
in the semiconductor sector have been and likely will continue to be extremely volatile.
Next Generation Internet Companies Risk. The risks described above apply, in particular, to the Fund's investment in Web x.0 Companies, which the sub-advisor considers to be companies that are focused on and expected to benefit from shifting the bases of technology infrastructure
from hardware and software to the cloud, enabling mobile and local services. This includes companies that rely on or benefit
from the increased use of shared technology, infrastructure and services.
Internet Information Provider Company Risk. Internet information provider companies provide Internet navigation services and reference guide information and publish, provide or present proprietary, advertising and/or third party content. Such companies often derive
a large portion of their revenues from advertising, and a reduction in spending by or loss of advertisers could seriously harm their business. This
business is rapidly evolving and intensely competitive, and is subject to changing technologies, shifting user needs, and frequent introductions of new products
and services. The research and development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation
and investment, as
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well as the accurate anticipation of technology trends, market trends and consumer needs. The number of people who access
the Internet is increasing dramatically and a failure to attract and retain a substantial number of such users to a company's products and services or
to develop products and technologies that are more compatible with alternative devices could adversely affect operating results. Concerns regarding
a company's products, services or processes that may compromise the privacy of users or other privacy related matters, even if unfounded, could
damage a company's reputation and adversely affect operating results.
Securities Lending Risk
The Fund may lend its portfolio securities to brokers, dealers and financial institutions to seek income. There is a risk that a borrower may default on its obligations to return loaned securities; however, the Fund's securities lending agent may indemnify the Fund against that risk. There is a risk that the assets of the Fund's securities lending agent may be insufficient to satisfy any contractual indemnification requirements to the Fund. Borrowers of the Fund's securities may provide collateral in the form of cash that is reinvested in securities. The Fund will be responsible for the risks associated with the investment of cash collateral, including any collateral invested in an affiliated money market fund. The Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations to the borrower. In addition, delays may occur in the recovery of securities from borrowers, which could interfere with the Fund's ability to vote proxies or to settle transactions and there is the risk of possible loss of rights in the collateral should the borrower fail financially. In any case in which the loaned securities are not returned to the Fund before an ex-dividend date, the payment in lieu of the dividend that the Fund receives from the securities' borrower would not be treated as a dividend for federal income tax purposes and thus would not qualify for treatment as "qualified dividend income" (as described under "Distributions and Taxes – Taxes" below).
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may decline substantially in value or may not perform to expectations. The portfolio manager's judgments about the attractiveness, value and anticipated price movements of a particular asset class or individual security may be incorrect, and there is no guarantee that individual securities will perform as anticipated. The value of an individual security can be more or less volatile than the market as a whole or the Fund's relative value approach may fail to produce the intended results. The portfolio managers' assessment of relative value may be wrong or even if the assessment of relative value is correct, it may take a long period of time before the price and intrinsic value converge. This could result in the Fund's underperformance compared to other funds with similar investment objectives.
The prices of the instruments to be traded by the Fund have been subject to periods of excessive volatility in the past and such periods can be expected to recur. Price movements are influenced by many unpredictable factors, such as market sentiment, significant changes in inflation rates, interest rates, commodities, credit spreads, currencies and general economic and political conditions. Volatility can disrupt historical or theoretical pricing relationships, causing what should otherwise be comparatively low risk positions to incur losses. On the other hand, the lack of volatility can also result in losses for many of the Fund's strategies that are effectively "long" volatility. In periods of trendless and/or stagnant markets, the Fund's strategies may have materially diminished prospects for profitability. The majority of the investment strategies that are employed by the Fund rely for their profitability on market volatility contributing to the pricing inefficiencies that they are designed to identify.
Small-Capitalization Companies Risk
Investments in small-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger-capitalization and more established companies. Small-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance of small-capitalization companies can be more volatile and these companies may face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, small-capitalization companies may have less market liquidity than larger capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings. Generally, the smaller the company size, the greater these risks.
Transformational Innovation Risk
Companies that the sub-advisor believes are capitalizing on transformational innovation and developing technologies to displace older technologies or create new markets may not in fact do so. Companies that initially develop a novel technology may not be able to capitalize on the technology. Companies that develop transformational technologies may face political or legal attacks from competitors, industry groups or local and national governments. These companies may also be exposed to risks applicable to sectors other than the transformational innovation theme for which they are chosen, and the securities issued by these companies may underperform the securities of other companies that are primarily focused on a particular theme. The Fund may invest in a company that does not currently derive any revenue from transformational innovations or technologies, and there is no assurance that a company will derive any revenue from transformational innovations or technologies in the future. A transformational innovation or technology may constitute a small portion of a company's overall business. As a result, the success of a transformational innovation or technology may not affect the value of the equity securities issued by the company.
Valuation Risk
This is the risk that the Fund has valued a security at a price different from the price at which it can be sold. This risk may be especially pronounced for investments that may be illiquid or may become illiquid and for securities that trade in relatively thin markets and/or markets that experience extreme volatility. The Fund's ability to value its 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 conditions make it difficult to value certain investments, the Fund may value these investments using more subjective methods, such as fair-value methodologies. Investors who purchase or redeem Fund shares on days when the 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 Fund had not fair-valued the securities or had used a different valuation methodology. 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 the Fund determines its NAV. The Fund's ability to value its 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.
Additional Information About Performance Benchmark
The Fund's performance is compared to the S&P 500 Index.
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
Prospectus – Additional Information About the Fund |
15 |
Notices Regarding Index Data
The "S&P 500 Index" is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates ("SPDJI"), and has been licensed for use by the Fund. Standard & Poor's® and S&P® are registered trademarks of Standard & Poor's Financial Services LLC, a division of S&P Global ("S&P"); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"). The Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Fund Management
The Manager
AMERICAN BEACON ADVISORS, INC. (the "Manager") serves as the Manager and administrator of the Fund(s). The Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039, is an indirect wholly-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P.
The Manager was organized in 1986 to provide investment management, advisory, and administrative services. The Manager is registered as an investment adviser under the Advisers Act. The Manager, on behalf of the Fund, has filed a notice claiming the CFTC Regulation 4.5 exclusion from registration as a CPO under the Commodity Exchange Act, and the Manager is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund.
For the fiscal year ended June 30, 2019, the Fund paid aggregate management fees to the Manager and investment advisory fees to the sub-advisor(s) of 0.13% of the Fund's average daily net assets, net of waivers.
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays 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. The SEC has granted exemptive relief that permits the 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.
As of the date of this Prospectus, the Fund intends to engage in securities lending activities.
A discussion of the Board's consideration and approval of the Management Agreement between the Fund and the Manager and the Investment Advisory Agreement among the Trust, on behalf of the Fund, the sub-advisor and the Manager is available in the Fund's Annual Report for the fiscal year ended June 30, 2019.
The Manager has contractually agreed to waive fees and/or reimburse expenses of the following share classes to the extent that Total Annual Fund Operating Expenses exceed a percentage of that class' average daily net assets (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses) through October 31, 2020 as follows:
Contractual Expense Limitations
American Beacon Fund |
A Class |
C Class |
Y Class |
Institutional Class |
Investor Class |
American Beacon ARK Transformational Innovation Fund |
1.39% |
2.14% |
1.09% |
0.99% |
1.37% |
The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Board has approved a policy whereby the Manager may seek repayment 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of recoupment. Please refer to the "Fund Summary— Fees and Expenses of the Fund" section for additional information.
During the last fiscal year, the Fund invested in the Delaware Subsidiary. The Delaware Subsidiary, which was liquidated on October 25, 2018, was classified for federal tax purposes as a regular corporation or so called "C" corporation. As a "C" corporation, the Delaware Subsidiary incurred federal income tax liability associated with gains that the Delaware Subsidiary recognized on sales of its sole investment, shares of the Bitcoin Investment Trust, which the Fund had contributed to the Delaware Subsidiary. The Manager has contractually agreed to reimburse the Fund for the amount of any tax liability incurred by the Delaware Subsidiary in connection with the sale of its shares of the Bitcoin Investment Trust through October 28, 2020. The contractual agreement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees.
The Sub-Advisor
Set forth below is a brief description of the sub-advisor and the portfolio manager with primary responsibility for the day-to-day management of the Fund. The SAI provides additional information about the portfolio manager, including other accounts managed, ownership in the Fund and compensation.
ARK Investment Management LLC ("ARK") is registered as an investment adviser with the U.S. Securities and Exchange Commission in January 2014. ARK is located at 3 East 28th Street, Seventh Floor, New York, New York 10016. As of August 31, 2019, ARK had assets under management totaling approximately $9.6 billion.
Catherine D. Wood, Chief Executive Officer/Chief Investment Officer. Ms. Wood has been in her current role as Chief Investment Officer since 2014 and has approximately 37 total years of experience. Ms. Wood founded ARK in June 2013 after having completed twelve years at AllianceBernstein. At AllianceBernstein, she was Chief Investment Officer of Global Thematic Strategies, with $5 billion in assets under management. Ms. Wood joined AllianceBernstein from Tupelo Capital Management, a hedge fund she co-founded which, in 2000, managed $800 million in global thematic strategies. Prior to her tenure at Tupelo Capital, she worked for 18 years with Jennison Associates as Chief Economist, Equity Research Analyst, Portfolio Manager and Director. Ms. Wood started her career in Los Angeles at The Capital Group as an Assistant Economist. Ms. Wood received her B.S., summa cum laude, in Finance and Economics from the University of Southern California.
Valuation of Shares
The price of the Fund's shares is based on its NAV. The Fund's NAV per share is computed by adding total assets, subtracting all of the Fund's liabilities, and dividing the result by the total number of shares outstanding.
16 |
Prospectus – Fund Management |
The NAV per share of each class of the Fund's shares is determined based on a pro rata allocation of the Fund's investment income, expenses and total capital gains and losses. The Fund's NAV per share is determined each business day as of the regular close of trading on the NYSE, which is typically 4:00 p.m. Eastern Time. However, if trading on the NYSE closes at a time other than 4:00 p.m. Eastern Time, the Fund's NAV per share typically would still be determined as of the regular close of trading on the NYSE. The Fund does not price its shares on days that the NYSE is closed. Foreign exchanges may permit trading in foreign securities on days when the Fund is not open for business, which may result in the value of the Fund's portfolio investments being affected at a time when you are unable to buy or sell shares.
Equity securities and certain derivative instruments that are traded on an exchange are valued based on market value. Certain derivative instruments (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. The price of debt securities generally is determined using pricing services or quotes obtained from broker/dealers who may consider a number of inputs and factors, such as comparable characteristics, yield curve, credit spreads, estimated default rates, coupon rates, underlying collateral and estimated cash flow. Investments in other mutual funds are valued at the closing NAV per share of the mutual funds on the day of valuation. Equity securities, including shares of closed-end funds and ETFs, are valued at the last sale price or official closing price.
The valuation of securities traded on foreign markets and certain fixed income securities will generally be based on prices determined as of the earlier closing time of the markets on which they primarily trade, unless a significant event has occurred. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. Eastern Time.
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board of Trustees, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when: (i) trading for a security is restricted or stopped; (ii) a security's trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security's true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by the Fund occurs after the close of a related exchange but before the determination of the Fund's NAV per share, fair value pricing may be used on the affected security or securities. Securities of small capitalization companies are also more likely to require a fair value determination using these procedures because they are more thinly traded and less liquid than the securities of larger capitalization companies. The Fund may fair value securities as a result of significant events occurring after the close of the foreign markets in which it invests. In addition, the Fund may invest in illiquid securities requiring these procedures.
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Fund's fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Fund's fair valuation procedures. You may view the Fund's most recent NAV per share at www.americanbeaconfunds.com by clicking on ‘‘Quick Links'' and then ‘‘Daily NAVs.''
About Your Investment
Choosing Your Share Class
The Fund offers various classes of shares. Each share class of the Fund represents an investment in the same portfolio of securities for the Fund, but each class has its own expense structure and combination of purchase restrictions, sales charges and ongoing fees, allowing you to choose the class that best fits your situation.
Factors you should consider when choosing a class of shares include:
How long you expect to own the shares;
How much you intend to invest;
Total expenses associated with owning shares of each class;
Whether you qualify for any reduction or waiver of sales charges;
Whether you plan to take any distributions in the near future; and
Availability of share classes.
Each investor's financial considerations are different. You should speak with your financial adviser to help you decide which share class is best for you.
A Class Charges and Waivers
The table below shows the amount of sales charges you will pay on purchases of A Class shares of the Fund both as a percentage of offering price and as a percentage of the amount you invest. The sales charge differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. If you invest more, the sales charge will be lower.
Any applicable sales charge will be deducted directly from your investment. Because of rounding of the calculation in determining the sales charges, you may pay more or less than what is shown in the table below. Shares acquired through reinvestment of dividends or other distributions are not subject to a front-end sales charge. You may qualify for a reduced sales charge or the sales charge may be waived as described below in ‘‘A Class Sales Charge Reductions and Waivers.''
Amount of Sale/Account Value |
As a % of Offering Price |
As a % of Investment |
Dealer Commission as a % of Offering Price |
Less than $50,000 |
5.75% |
6.10% |
5.00% |
$50,000 but less than $100,000 |
4.75% |
4.99% |
4.00% |
$100,000 but less than $250,000 |
3.75% |
3.90% |
3.00% |
$250,000 but less than $500,000 |
2.75% |
2.83% |
2.05% |
$500,000 but less than $1 million |
2.00% |
2.04% |
1.50% |
$1 million and above |
0.00% |
0.00% |
|
Prospectus – About Your Investment |
17 |
No initial sales charge applies on purchases of $1,000,000 or more. A CDSC of 0.50% of the offering price will be charged on purchases of $1,000,000 or more that are redeemed in whole or in part within eighteen (18) months of purchase.
See ‘‘Dealer Concessions on A Class Purchases Without a Front-End Sales Charge''.
Resolute Investment Distributors, Inc. ("RID" or ‘‘Distributor'') retains any portion of the commissions that are not paid to financial intermediaries to solely pay distribution-related expenses.
A Class Sales Charge Reductions and Waivers
A shareholder may qualify for a waiver or reduction in sales charges under certain circumstances. To receive a waiver or reduction in your A Class sales charge, you must advise the Fund's transfer agent, your broker-dealer or other financial intermediary of your eligibility at the time of purchase. If you, or your financial intermediary, do not let the Fund's transfer agent know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
Waiver of Sales Charges
There is no sales charge if you invest $1 million or more in A Class shares of the Fund.
Sales charges also may be waived for certain shareholders or transactions, such as:
The Manager or its affiliates;
Present and former directors, trustees, officers, employees of the Manager, the Manager's parent company, and the American Beacon Funds (and their ‘‘immediate family'' as defined in the SAI), and retirement plans established by them for their employees;
Registered representatives or employees of intermediaries that have selling agreement with the Fund;
Shares acquired through merger or acquisition;
Insurance company separate accounts;
Employer-sponsored retirement plans;
Dividend reinvestment programs;
Purchases through certain fee-based programs under which investors pay advisory fees that may be offered through selected registered investment advisers, broker-dealers, and other financial intermediaries;
Shareholders that purchase the Fund through a financial intermediary that offers our A Class shares uniformly on a ‘‘no load'' (or reduced load) basis to you and all similarly situated customers of the intermediary in accordance with the intermediary's prescribed fee schedule for purchases of fund shares;
Mutual fund shares exchanged from an existing position in the same fund as part of a share class conversion instituted by an intermediary; and
Reinvestment of proceeds within 90 days of a redemption from A Class account (see Redemption Policies for more information).
The availability of A Class shares sales charge waivers may depend upon the policies, procedures, and trading platform of your financial intermediary.
Reduced Sales Charges
Under a ‘‘Rights of Accumulation Program,'' a ‘‘Letter of Intent'' or through ‘‘Concurrent Purchases'' you may be eligible to buy A Class shares of the Fund at the reduced sales charge rates that would apply to a larger purchase. The Fund reserves the right to modify or to cease offering these programs at any time.
This information is available, free of charge, on the Fund's website, www.americanbeaconfunds.com or call (800) 658-5811 or consult with your financial advisor.
Dealer Concessions on A Class Purchases Without a Front-End Sales Charge
Brokers who initiate and are responsible for purchases of $1,000,000 or more of A Class shares of the Fund may receive a dealer concession from the Fund's Distributor of 0.50% of the offering price. If a client or broker is unable to provide account verification on purchases of $1,000,000 or more, the dealer concession will be forfeited by the broker and front-end sales loads will apply. Dealer concessions will not be paid on shares purchased by exchange or shares that were previously subject to a front-end sales charge or dealer concession. Dealer concessions will be paid only on eligible purchases where the applicability of the CDSC can be monitored. Purchases eligible for sales charge waivers as described under ‘‘A Class Sales Charge Reductions and Waivers'' are not eligible for dealer concessions on purchases of $1,000,000 or more.
Rights of Accumulation Program
Under the Rights of Accumulation Program, you may qualify for a reduced sales charge for A Class shares by aggregating all of your investments held in certain accounts (‘'Qualified Accounts''). The following Qualified Accounts holding any share class of the American Beacon Funds may be grouped together to qualify for the reduced sales charge under the Rights of Accumulation Program or Letter of Intent:
Accounts owned by you, your spouse or your minor children under the age of 21, including trust or other fiduciary accounts in which you, your spouse or your minor children are the beneficiary;
UTMAs/UGMAs;
IRAs, including traditional, Roth, SEP and SIMPLE IRAs; and
Coverdell Education Savings Accounts or qualified 529 plans.
A fiduciary can apply a right of accumulation to all shares purchased for a trust, estate or other fiduciary account that has multiple accounts.
You must notify your financial intermediary or the Fund's transfer agent, in the case of shares held directly with the Fund, at the time of purchase that a purchase qualifies for a reduced sales charge under the Rights of Accumulation Program. In addition, you must provide either a list of account numbers or copies of account statements verifying your qualification. You may combine the historical cost or current market value, as of the day prior to your additional American Beacon Funds' purchase (whichever is higher) of your existing American Beacon Funds' mutual fund with the amount of your current purchase in order to take advantage of the reduced sales charge. Historical cost is the price you actually paid for the shares you own, plus your reinvested dividends and other distributions. If you are using historical cost to qualify for a reduced sales charge, you should retain any records to substantiate your historical costs since the Fund, its transfer agent or your financial intermediary may not maintain this information.
If your shares are held through financial intermediaries and/or in a retirement account (such as a 401(k) or employee benefit plan), you may combine the current market value of your existing American Beacon Funds mutual fund investment with the amount of your current purchase in order to take advantage of the reduced sales charge. You or your financial intermediary must notify the Fund's transfer agent at the time of purchase that a purchase qualifies for a reduced sales charge and provide copies of account statements dated within three months of your current purchase verifying your qualification.
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Prospectus – About Your Investment |
Upon receipt of the above referenced supporting documentation, the financial intermediary or the Fund's transfer agent will calculate the combined value of all of your Qualified Accounts to determine if the current purchase is eligible for a reduced sales charge. Purchases made for nominee or street name accounts (securities held in the name of a dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with purchases for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.
Letter of Intent
If you plan to invest at least $50,000 (excluding any reinvestment of dividends and other distributions) during the next 13 months in any class of the Fund, you may qualify for a reduced sales charge for purchases of A Class shares by completing the Letter of Intent section of your account application.
A Letter of Intent indicates your intent to purchase at least $50,000 in any class of the American Beacon Funds over the next 13 months in exchange for a reduced A Class sales charge indicated on the above tables. The minimum initial investment under a Letter of Intent is $2,500. You are not obligated to purchase additional shares if you complete a Letter of Intent. However, if you do not buy enough shares to qualify for the projected level of sales charge by the end of the 13-month period (or when you sell your shares, if earlier), your sales charge will be recalculated to reflect your actual purchase level. During the term of the Letter of Intent, shares representing 5% of your intended purchase will be held in escrow. If you do not purchase enough shares during the 13-month period to qualify for the projected reduced sales charge, the additional sales charge will be deducted from your account. If you have purchased shares of any American Beacon mutual fund within 90 days prior to signing a Letter of Intent, they may be included as part of your intended purchase, however, previous purchase transactions will not be recalculated with the proposed new breakpoint. You must provide either a list of account numbers or copies of account statements verifying your purchases within the past 90 days.
Concurrent Purchases
You may combine simultaneous purchases in shares of any of the American Beacon Funds to qualify for a reduced charge.
CDSC — A Class Shares
Unless a waiver applies, investors who purchase $1,000,000 or more of A Class shares of the Fund (and, thus, pay no initial sales charge) will be subject to a 0.50% CDSC if those shares are redeemed within 18 months after they are purchased. The CDSC does not apply if you are otherwise eligible to purchase A Class shares without an initial sales charge or are eligible for one of the waivers described herein or in the SAI.
CDSC— C Class Shares
If you redeem C Class shares within 12 months of purchase, you may be charged a CDSC of 1%. The CDSC generally will be deducted from your redemption proceeds. In some circumstances, you may be eligible for one of the waivers described herein or in the SAI. You must advise the transfer agent of your eligibility for a waiver when you place your redemption request.
How CDSCs will be Calculated
The amount of the CDSC will be based on the market value of the redeemed shares at the time of the redemption or the original purchase price, whichever is lower. Because of the rounding of the calculation in determining the CDSC, you may pay more or less than the indicated rate. Your CDSC holding period is based upon the date of your purchase. The CDSCs will be deducted from the proceeds of your redemption, not from amounts remaining in your account. A CDSC is not imposed on any increase in NAV per share over the initial purchase price or shares you received through the reinvestment of dividends or other distributions.
To keep your CDSC as low as possible, each time you place a request to sell shares, the Fund will redeem your shares in the following order:
shares acquired by the reinvestment of dividends or other distributions;
other shares that are not subject to the CDSC;
shares held the longest during the holding period.
Waiver of CDSCs — A and C Class Shares
A shareholder may qualify for a CDSC waiver under certain circumstances. To have your CDSC waived, you must advise the Fund's transfer agent, your broker-dealer or other financial intermediary of your eligibility at the time of redemption. If you or your financial intermediary do not let the Fund's transfer agent know that you are eligible for a waiver, you may not receive a waiver to which might otherwise be otherwise entitled.
The CDSC may be waived if:
The redemption is due to a shareholder's death or post-purchase disability;
The redemption is from a systematic withdrawal plan and represents no more than 10% of your annual account value;
The redemption is a benefit payment made from a qualified retirement plan, unless the redemption is due to the termination of the plan or the transfer of the plan to another financial institution;
The redemption is for a "required minimum distribution" from a traditional IRA after age 701/2;
The redemption is due to involuntary redemptions by the Fund as a result of your account not meeting the minimum balance requirements, the termination and liquidation of the Fund, or other actions;
The redemption is from accounts for which the broker-dealer of record has entered into a written agreement with the Distributor (or Manager) allowing this waiver;
The redemption is to return excess contributions made to a retirement plan; or
The redemption is to return contributions made due to a mistake of fact.
The SAI contains further details about the CDSC and the conditions for waiving the CDSC.
Information regarding CDSC waivers for A and C Class shares is available, free of charge, on the Fund's website. Please visit www.americanbeaconfunds.com. You may also call (800) 658-5811 or consult with your financial advisor.
Sales Charge Waivers and Reductions Available Through Certain Financial Intermediaries
The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the Fund or through a financial intermediary. Different intermediaries may impose different sales charges (including potential reductions in or waivers of sales charges). Such intermediary-specific sales charge variations are described in Appendix A to this Prospectus, entitled "Intermediary Sales Charge Discounts and Waivers." Appendix A is incorporated herein by reference (is legally a part of this Prospectus).
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19 |
In all instances, it is the purchaser's responsibility to notify the Fund or the purchaser's financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive these waivers or discounts.
Conversion of C Class Shares to A Class Shares
C Class shares convert automatically into A Class shares ten (10) years after the initial date of purchase or, if you acquired your C Class shares through an exchange or conversion from another share class, ten (10) years after the date you acquired your C Class shares. When C Class shares that you acquired through a purchase or exchange convert, any other C Class shares that you purchased with reinvested dividends and distributions also will convert into A Class shares on a pro rata basis. A shorter holding period may also apply depending on your intermediary. Please see "Appendix A—Intermediary Sales Charge Discounts and Waivers" in this Prospectus.
Purchase and Redemption of Shares
Eligibility
The A Class, C Class, Y Class, Institutional Class, and Investor Class shares offered in this Prospectus are available to eligible investors who meet the minimum initial investment. American Beacon Funds do not accept accounts registered to foreign individuals or entities, including foreign correspondent accounts. The Fund does not conduct operations and is not offered for purchase outside of the United States.
Subject to your eligibility, you may invest in the Fund directly or through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans.
If you invest directly with the Fund, the fees and policies with respect to the Fund's shares that are outlined in this Prospectus are set by the Fund. The Manager and the Fund are not responsible for determining the suitability of the Fund or a share class for any investor.
Because in most cases it is more advantageous for investors using an intermediary to purchase A Class shares than C Class shares for amounts of $1,000,000 or more, the Fund will decline a request to purchase C Class shares for $1,000,000 or more.
If you invest through a financial intermediary, most of the information you will need for managing your investment will come from your financial intermediary. This includes information on how to buy, sell and exchange shares of the Fund. If you establish an account through a financial intermediary, the investment minimums described in this section may not apply. Investors investing in the Fund through a financial intermediary should consult with their financial intermediary to ensure they obtain any proper ‘‘breakpoint'' discount and regarding the differences between available share classes. Your broker-dealer or financial intermediary also may charge fees that are in addition to those described in this Prospectus. Please contact your intermediary for information regarding investment minimums, how to purchase and redeem shares and applicable fees.
Minimum Investment Amount by Share Class
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
C |
$1,000 |
$50 |
$ 250 |
A, Investor |
$2,500 |
$50 |
$ 250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Investor Class shares are also available to traditional IRA or Roth IRA shareholders investing directly in the Fund. The minimum investment is $2,500. A traditional IRA or Roth IRA invested directly will be charged an annual maintenance fee of $15.00 by the Custodian.
The Manager may allow a reasonable period of time after opening an account for a Y Class or Institutional Class investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial advisors who make investments for a group of clients, the minimum initial investment can be met through aggregated purchase orders for more than one client.
Opening an Account
You may open an account through your broker-dealer or other financial intermediary. Please contact your financial intermediary for more information on how to open an account. Shares you purchase through your broker-dealer will normally be held in your account with that firm.
To open an account directly with the Fund, a completed, signed application is required. You may obtain an account application from the Fund's website www.americanbeaconfunds.com or by calling 1-800-658-5811. Institutional shareholders should call 1-800-967-9009.
Complete the application, sign it and send it:
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, you will be asked for information that will allow the Fund or your financial institution to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, and taxpayer identification numbers on the account or other documentation. The Fund is required by law to reject your new account application if the required identifying information is not provided.
The Fund reserves the right to liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Fund or a financial institution is unable to verify the shareholder's identity within three days of account opening.
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Prospectus – About Your Investment |
Purchase Policies
Shares of the Fund are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the NYSE (whichever comes first) on each day on which the NYSE is open for business. If a purchase order is received by the Fund in good order prior to the Fund's deadline, the purchase price will be the NAV per share next determined on that day, plus any applicable sales charges. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business plus any applicable sales charges. Shares of the Fund will only be issued against full payment, as described more fully in this Prospectus and SAI.
The Fund has authorized certain third party financial intermediaries, such as broker-dealers, insurance companies, third-party administrators and trust companies, to receive purchase and redemption orders on behalf of the Fund and to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund's next determined NAV per share after receipt by the financial intermediary or its designee. It is the responsibility of your broker-dealer or financial intermediary to transmit orders that will be received by the Fund in proper form and in a timely manner. The Fund is not responsible for the failure of a broker-dealer or financial intermediary to transmit a purchase order in proper form and in a timely manner.
Fund shares may be purchased only in U.S. States and Territories in which they can be legally sold. Prospective investors should inquire as to whether shares of the Fund are available for offer and sale in their jurisdiction. The Fund reserves the right to refuse purchases if, in the judgment of the Fund, the transaction would adversely affect the Fund and its shareholders. The Fund has the right to reject any purchase order or cease offering any or all classes of shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Fund will not accept ‘‘starter'' checks, credit card checks, money orders, cashier's checks, or third-party checks.
If your payment is not received and collected, your purchase may be cancelled and you could be liable for any losses or fees the Fund or the Manager has incurred. Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted or canceled and the monies may be withheld.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Redemption Policies
If you purchased shares of the Fund through your financial intermediary, please contact your broker-dealer or other financial intermediary to sell shares of the Fund.
The redemption price will be the NAV per share next determined after a redemption request is received in good order, minus any applicable CDSC and/or redemption fees. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first).
Wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first) generally are transmitted to shareholders on the next day the Fund is open for business. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check or pre-authorized automatic investment may be delayed until the funds have cleared, which may take up to ten days.
You may, within 90 days of redemption, reinvest all or part of the proceeds of your redemption of A or C Class shares of the Fund, without incurring any applicable additional sales charge, in the same class of another American Beacon Fund, by sending a written request and a check to your financial intermediary or directly to the Fund. Reinvestment must be into the same account from which you redeemed the shares or received the distribution. Proceeds from a redemption and all dividend payments and other distributions will be reinvested in the same share class from which the original redemption or distribution was made. Reinvestment will be at the NAV per share next calculated after the Fund receives your request. You must notify the Fund and your financial intermediary at the time of investment if you decide to exercise this privilege.
The Fund reserves the right to suspend redemptions or postpone the date of payment for more than seven days (i) when the NYSE is closed (other than for customary weekend and holiday closings); (ii) when trading on the NYSE is restricted; (iii) when the SEC determines that an emergency exists so that disposal of the Fund's investments or determination of its NAV per share is not reasonably practicable; or (iv) by order of the SEC for protection of the Fund's shareholders.
Although the Fund intends to redeem shares by paying out available cash, cash generated by selling portfolio holdings (including cash equivalent portfolio holdings), or funds borrowed through the Fund's interfund credit facility, in stressed market conditions and other appropriate circumstances, the Fund reserves the right to pay the redemption price in whole or in part by borrowing funds from external parties or distributing securities or other assets held by the Fund. To the extent that the 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.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Exchange Policies
If you purchased shares of the Fund through your financial intermediary, please contact your financial intermediary to determine if you may take advantage of the exchange policies described in this section and for its policies to effect an exchange.
Shares of any class of the Fund may be exchanged for shares of the same class of another American Beacon Fund under certain limited circumstances. Since an exchange involves a concurrent redemption and purchase, please review the sections titled ‘‘Redemption Policies'' and ‘‘Purchase Policies'' for additional limitations that apply to redemptions and purchases. There is no front-end sales charge on exchanges between A Class shares of the Fund for A Class shares of another fund. Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange of shares of another fund that has a CDSC. However, shares exchanged between funds that impose a CDSC will be charged a CDSC if redeemed within 12 months or 18 months, as applicable, of the purchase of the initial shares.
Before exchanging shares, shareholders should consider how the exchange may affect any CDSC that might be imposed on the subsequent redemption of remaining shares.
If Fund shares were purchased by check, a shareholder must have owned those shares for at least ten days prior to exchanging out of the Fund and into another fund.
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The eligibility and minimum investment requirement must be met for the class into which the shareholder is exchanging. Fund shares may be acquired through exchange only in U.S. states and Territories in which they can be legally sold. The Fund reserves the right to charge a fee and to modify or terminate the exchange privilege at any time. The Fund reserves the right to refuse exchange requests if, in the judgment of the Fund, the transaction would adversely affect the Fund and its shareholders. Please refer to the section titled "Frequent Trading and Market Timing" for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Shares of any class of the Fund may be converted to shares of another class of the Fund under certain limited circumstances. For federal income tax purposes, the conversion of shares of one share class of the Fund to shares of a different share class of the Fund will not result in the realization of a capital gain or loss. However, an exchange of shares of the Fund for shares of a different American Beacon Fund generally is considered a redemption and a concurrent purchase, respectively, and thus may result in the realization of capital gain or loss for those purposes.
How to Purchase, Redeem or Exchange Shares
If your account is through a broker-dealer or other financial intermediary, please contact them directly to purchase, redeem or exchange shares of the Fund. Your broker-dealer or financial intermediary can help you open a new account, review your financial needs and formulate long-term investment goals and objectives. Your broker-dealer or financial intermediary will transmit your request to the Fund and may charge you a fee for this service. The Fund will not accept a purchase order of $1,000,000 or more for C Class shares if the purchase is known to be on behalf of a single investor (not including dealer "street name" or omnibus accounts). Dealers, other financial intermediaries or fiduciaries purchasing shares for their customers are responsible for determining the suitability of a particular share class for an investor. You should include the following information with any order:
Your name/account registration
Your account number
Type of transaction requested
Fund name(s) and fund numbers
Dollar amount or number of shares
Transactions for direct shareholders are conducted through:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class Only)
|
|
|
American Beacon Funds
PO Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
Purchases by Wire:
Send a bank wire to State Street Bank and Trust Co. with these instructions:
ABA# 0110-0002-8; AC-9905-342-3,
Attn: American Beacon Funds
the fund name and fund number, and
shareholder account number and registration.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
C |
$1,000 |
$50 |
$250 |
A, Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Redemption proceeds will be mailed to the account of record or transmitted to commercial bank designated on the account application form.
Supporting documents may be required for redemptions by estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Redemption requests must also include authorized signature(s) of all persons required to sign for the account. Call 1-800-658-5811 for instructions.
To protect the Fund and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
for an account whose address has changed within the last 30 days if proceeds are sent by check.
The Fund only accepts STAMP 2000 Medallion signature guarantees, which may be obtained at participating banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
Payments to Financial Intermediaries
For certain share classes, the Fund and/or the Manager (and/or the Manager's affiliates), at their own expense, may pay compensation to financial intermediaries for shareholder-related services and, if applicable, distribution-related services, including administrative, sub-transfer agency type, recordkeeping and shareholder communication services. For example, compensation may be paid to make Fund shares available to sales representatives and/
22 |
Prospectus – About Your Investment |
or customers of a fund supermarket platform or similar program sponsor or for services provided in connection with such fund supermarket platforms and programs.
The amount of compensation paid to different financial intermediaries may differ. The compensation paid to a financial intermediary may be based on a variety of factors, including average assets under management in accounts distributed and/or serviced by the financial intermediary, gross sales by the financial intermediary and/or the number of accounts serviced by the financial intermediary that invest in the Fund. To the extent that the Fund pays any such compensation, it is designed to compensate the financial intermediary for providing services that would otherwise be provided by the Manager, the Fund or its transfer agent. To the extent the Manager or its affiliates pay such compensation, it would likely include amounts from that party's own resources and constitute what is sometimes referred to as ‘‘revenue sharing.''
Compensation received by a financial intermediary from the Fund, the Manager or an affiliate of the Manager may include payments for marketing and/or training expenses incurred by the financial intermediary, including expenses incurred by the financial intermediary in educating (itself and) its salespersons with respect to Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars regarding the Fund, including travel and lodging expenses. It may also cover costs incurred by financial intermediaries in connection with their efforts to sell Fund shares, including costs incurred compensating (registered) sales representatives and preparing, printing and distributing sales literature.
Any compensation received by a financial intermediary, whether from the Fund or the Manager and/or its affiliates, and the prospect of receiving it may provide the financial intermediary with an incentive to recommend the shares of the Fund, or a certain class of shares of the Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate the prominence of the Fund within its organization by, for example, placing it on a list of preferred funds. You can contact your financial intermediary for details about any such payments it receives from the Manager, its affiliates and/or the Fund, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Prospectus.
Additional Payments with Respect to Y Class Shares
Y Class shares may also be available on brokerage platforms of firms that have agreements with the Fund's distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Y Class shares in these programs may be required to pay a commission and/or other forms of compensation to the broker. Shares of the Fund are available in other share classes that have different fees and expenses.
General Policies
If a shareholder's account balance falls below the following minimum levels, the shareholder may be asked to increase the balance.
Share Class |
Account Balance |
A, Investor |
$ 2,500 |
C |
$ 1,000 |
Y |
$25,000 |
Institutional |
$75,000 |
If the account balance remains below the applicable minimum account balance after 45 days, the Fund reserves the right to close the account and send the proceeds to the shareholder. The Fund reserves the authority to modify minimum account balances in its discretion.
An SVP stamp or notary stamp may be required in order to change an account's registration or banking instructions. You may obtain a SVP stamp at participating banks, broker-dealers and credit unions, but not from a notary public. The SVP stamp is analogous to the STAMP 2000 Medallion guarantee in that it is provided at similar institutions. However, it is used only for non-financial transactions.
The following policies apply to instructions you may provide to the Fund by telephone:
The Fund, its officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
The Fund employs procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
The Fund reserves the right to:
liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Fund or a financial institution are unable to verify the shareholder's identity within three business days of account opening,
seek reimbursement from the shareholder for any related loss incurred by the Fund if payment for the purchase of Fund shares by check does not clear the shareholder's bank, and
reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by the Fund if funds are not received by the applicable wire deadline.
A shareholder will not be required to pay a CDSC when the registration for A Class or C Class shares is transferred to the name of another person or entity. The transfer may occur by absolute assignment, gift or bequest, as long as it does not involve, directly or indirectly, a public sale of the shares. When A Class or C Class shares are transferred, any applicable CDSC will continue to apply to the transferred shares and will be calculated as if the transferee had acquired the shares in the same manner and at the same time as the transferring shareholder.
Escheatment
Please be advised that certain state escheatment laws may require the Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property unless you contact the Fund. Many states have added ‘‘inactivity'' or the absence of customer-initiated contact as a component of their rules and guidelines for the escheatment of unclaimed property. These states consider property to be abandoned when there is no shareholder-initiated activity on an account for at least three (3) to five (5) years.
Depending on the laws in your jurisdiction, customer-initiated contact might be achieved by one of the following methods:
Send a letter to American Beacon Funds via the United States Post Office,
Speak to a Customer Service Representative on the phone after you go through a security verification process. For residents of certain states, contact cannot be made by phone but must be in writing or through the Fund's secure web application,
Access your account through the Fund's secure web application,
Prospectus – About Your Investment |
23 |
Cashing checks that are received and are made payable to the owner of the account.
The Fund, the Manager, and the Transfer Agent will not be liable to shareholders or their representatives for good faith compliance with escheatment laws. To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer's and/or Controller's Offices. If you do not hold your shares directly with the Fund, you should contact your broker-dealer, retirement plan, or other third-party intermediary regarding applicable state escheatment laws.
Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder's account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder's location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. The completed designation form may be mailed to the below address.
Contact information:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
1-800-658-5811
www.americanbeaconfunds.com
Frequent Trading and Market Timing
Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including: (i) the dilution of the Fund's NAV per share, (ii) an increase in the Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund's NAV per share is known as market timing.
The Fund's Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. Shareholders may transact one ‘‘round trip'' in the Fund in any rolling 90-day period. A ‘‘round trip'' is defined as two transactions, each in an opposite direction. A round trip may involve either (i) a purchase or exchange into the Fund followed by a redemption or exchange out of the Fund or (ii) a redemption or exchange out of the Fund followed by a purchase or exchange into the Fund. If the Manager detects that a shareholder has exceeded one round trip in the Fund in any rolling 90-day period, the Manager, without prior notice to the shareholder, may prohibit the shareholder from making further purchases of the Fund. In general, the Fund reserves the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing, regardless of whether the shareholder's activity violates any policy stated in this Prospectus. Additionally, the Manager may in its discretion, reject any purchase or exchange into the Fund from any individual investor, institutional investor, or group whose trading activity could disrupt the management of the Fund or dilute the value of the Fund's shares, including collective trading (e.g., following the advice of an investment newsletter). Such investors may be barred from future purchases of American Beacon Funds.
The round-trip limit does not apply to the following transaction types:
shares acquired through the reinvestment of dividends and other distributions;
systematic purchases and redemptions;
shares redeemed to return excess IRA contributions; or
certain transactions made within a retirement or employee benefit plan, such as payroll contributions, minimum required distributions, loans, and hardship withdrawals, or other transactions that are initiated by a party other than the plan participant.
Financial intermediaries that offer Fund shares, such as broker-dealers, third-party administrators of retirement plans, and trust companies, will be asked to enforce the Fund's policies to discourage frequent trading and market timing by investors. However, certain intermediaries that offer Fund shares have informed the Fund that they are currently unable to enforce the Fund's policies on an automated basis. In those instances, the Manager will monitor trading activity of the intermediary in an attempt to detect patterns of activity that indicate frequent trading or market timing by underlying investors. In some cases, intermediaries that offer Fund shares have their own policies to deter frequent trading and market timing that differ from the Fund's policies. The Fund may defer to an intermediary's policies. For more information, please contact the financial intermediary through which you invest in the Fund.
The Manager monitors trading activity in the Fund to attempt to identify shareholders engaged in frequent trading or market timing. The Manager may exclude transactions below a certain dollar amount from monitoring and may change that dollar amount from time to time. The ability of the Manager to detect frequent trading and market timing activity by investors who own shares through an intermediary is dependent upon the intermediary's provision of information necessary to identify transactions by the underlying investors. The Fund has entered into agreements with the intermediaries that service the Fund's investors, pursuant to which the intermediaries agree to provide information on investor transactions to the Fund and to act on the Fund's instructions to restrict transactions by investors who the Manager has identified as having violated the Fund's policies and procedures to deter frequent trading and market timing.
Wrap programs offered by certain intermediaries may be designated ‘‘Qualified Wrap Programs'' by the Fund based on specific criteria established by the Fund and a certification by the intermediary that the criteria have been met. A Qualified Wrap Program is a wrap program whose sponsoring intermediary: (i) certifies that it has investment discretion over $50 million or more in client assets invested in mutual funds at the time of the certification, (ii) certifies that it directs transactions in accounts participating in the wrap program(s) in concert with changes in a model portfolio, (iii) provides the Manager a description of the wrap program(s), and (iv) managed by an intermediary that agrees to provide the Manager sufficient information to identify individual accounts in the intermediary's wrap program(s). For purposes of applying the round-trip limit, transactions initiated by clients invested in a Qualified Wrap Program will not be matched to transactions initiated by the intermediary sponsoring the Qualified Wrap Program. For example, a client's purchase of the Fund followed within 90 days by the intermediary's redemption of the same Fund would not be considered a round trip. However, transactions initiated by a Qualified Wrap Program client are subject to the round-trip limit and will be matched to determine if the client has exceeded the round-trip limit. In addition, the Manager will monitor transactions initiated by Qualified Wrap Program intermediaries to determine whether any intermediary has engaged in frequent trading or market timing. If the Manager determines that an intermediary has engaged in activity that is harmful to the Fund, the Manager will revoke the intermediary's Qualified Wrap Program status. Upon termination of status as a Qualified Wrap Program, all account transactions will be matched for purposes of testing compliance with the Fund's frequent trading and market timing policies, including any applicable redemption fees.
24 |
Prospectus – About Your Investment |
The Fund reserves the right to modify the frequent trading and market timing policies and procedures and grant or eliminate waivers to such policies and procedures at any time without advance notice to shareholders. There can be no assurance that the Fund's policies and procedures to deter frequent trading and market timing will have the intended effect or that the Manager will be able to detect frequent trading and market timing.
Distributions and Taxes
The Fund distributes most or all of its net earnings and realized gains, if any, each taxable year in the form of dividends from net investment income ("dividends"), distributions of realized net capital gains ("capital gain distributions"), and net gains from foreign currency transactions (sometimes referred to below collectively as "other distributions") (and dividends, capital gains distributions, and other distributions are sometimes referred to below collectively as "distributions").
The Fund does not have a fixed dividend rate nor does it guarantee that it will pay any distributions in any particular period. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the services and/or fees applicable to certain classes of shares. Any dividends, capital gains distributions, and other distributions are paid annually.
Options for Receiving Dividends and Other Distributions
When you open your Fund account, you can specify on your application how you want to receive distributions. To change that option, you must notify the transfer agent. Unless you instruct otherwise in your account application, distributions payable to you by the Fund will be reinvested in additional shares of the distributing class of the Fund. There are four payment options available:
Reinvest All Distributions. You can elect to reinvest all distributions by the Fund in additional shares of the distributing class of the Fund.
Reinvest Only Some Distributions. You can elect to reinvest some types of distributions by the Fund in additional shares of the distributing class of the Fund while receiving the other types of distributions by the Fund by check or having them sent directly to your bank account by ACH ("in cash").
Receive All Distributions in Cash. You can elect to receive all distributions in cash.
Reinvest Your Distributions in shares of another American Beacon Fund. You can reinvest all of your distributions by the Fund on a particular class of shares in shares of the same class of another American Beacon Fund that is available for exchanges. You must have an existing account in the same share class of the selected fund.
Distributions of Fund income are generally taxable to you regardless of the manner in which received or reinvested.
If you invest directly with the Fund, any election to receive distributions payable by check will only apply to distributions totaling $10.00 or more. Any distribution by the Fund totaling less than $10.00 will be reinvested in shares of the distributing class of the Fund and will not be paid to you by check.
If you elect to receive a distribution by check and the U.S. Postal Service cannot deliver your check, or if your check remains uncashed for at least six months, the Fund reserves the right to reinvest the amount of your check, and to reinvest all subsequent distributions, in shares of the distributing class of the Fund at the NAV per share on the day of the reinvestment. Interest will not accrue on amounts represented by uncashed distribution or redemption checks.
Shareholders investing in the Fund through a financial intermediary should discuss their options for receiving distributions with the intermediary.
Taxes
Fund distributions are taxable to shareholders other than tax-qualified retirement plans and accounts and other tax-exempt investors. However, the portion of the Fund's dividends derived from its investments in U.S. Government obligations, if any, is generally exempt from state and local income taxes. Fund dividends, except those that are "qualified dividend income" (as described below), are subject to federal income tax at the rates for ordinary income contained in the Internal Revenue Code. The following table outlines the typical status of transactions in taxable accounts:
* Whether reinvested or taken in cash.
** Except for dividends that are attributable to ‘‘qualified dividend income,'' if any.
To the extent distributions are attributable to net capital gain that the Fund recognizes they are subject to a 15% maximum federal income tax rate for individual and certain other non-corporate shareholders (each, an ‘‘individual'') (20% for individuals with taxable income exceeding certain thresholds, which are indexed for inflation annually), regardless of how long the shareholder held his or her Fund shares. A portion of the dividends the Fund pays to individuals may be QDI and thus eligible for the preferential rates, mentioned above, that apply to net capital gain. QDI is the aggregate of dividends the Fund receives on shares of most domestic corporations and certain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions. To be eligible for those rates, a shareholder must meet similar restrictions with respect to his or her Fund shares.
A portion of the dividends the Fund pays may also be eligible for the dividends-received deduction allowed to corporations, subject to similar holding period and other restrictions, but the eligible portion may not exceed the aggregate dividends the Fund receives from domestic corporations only.
The Fund does not expect a substantial part of its dividends to qualify as QDI or be eligible for the DRD.
A shareholder may realize a taxable gain or loss when redeeming or exchanging shares. That gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% and 20% tax rates mentioned above.
A shareholder who wants to use an acceptable basis determination method with respect to Fund shares other than the average basis method (the Fund's default method) must elect to do so in writing, which may be electronic. The Fund, or its administrative agent, must report to the IRS and furnish to its
Prospectus – About Your Investment |
25 |
shareholders the basis information for dispositions of Fund shares. See "Tax Information" in the SAI for a description of the rules regarding that election and the Fund's reporting obligation.
An individual must pay a 3.8% tax on the lesser of (1) the individual's ‘‘net investment income,'' which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of Fund shares, or (2) the excess of the individual's ‘‘modified adjusted gross income'' over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this tax may have on their investment in Fund shares.
Each year, the Fund's shareholders will receive tax information regarding Fund distributions and dispositions of Fund shares to assist them in preparing their income tax returns.
The foregoing is only a summary of some of the important federal income tax considerations that may affect Fund shareholders, who should consult their tax advisers regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Fund.
Additional Information
The Fund's Board of Trustees oversees generally the operations of the Fund. The Trust enters into contractual arrangements with various parties, including among others, the Fund's manager, sub-advisor(s), custodian, transfer agent, and accountants, who provide services to the Fund. Shareholders are not parties to any such contractual arrangements and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Fund that you should consider in determining whether to purchase Fund shares. Neither this Prospectus nor the SAI is intended, or should be read, to be or create an agreement or contract between the Trust or the Fund and any investor, or to create any rights in any shareholder or other person other than any rights under federal or state law that may not be waived. Nothing in this Prospectus, the SAI or the Fund's reports to shareholders is intended to provide investment advice and should not be construed as investment advice.
Distribution and Service Plans
The Fund has adopted separate Distribution Plans for its A Class and C Class shares in accordance with Rule 12b-1 under the Investment Company Act, which allows the A Class and C Class shares to pay distribution and other fees for the sale of Fund shares and for other services provided to shareholders. Each Plan also authorizes the use of any fees received by the Manager in accordance with the Management Agreement, and any fees received by the sub-advisor pursuant to its Investment Advisory Agreement with the Manager, to be used for the sale and distribution of Fund shares. The Plans provide that the A Class shares of the Fund will pay up to 0.25% per annum of the average daily net assets attributable to the A Class and the C Class shares of the Fund will pay up to 1.00% per annum of the average daily net assets attributable to the C Class, to the Manager (or another entity approved by the Board). Because these fees are paid out of the Fund's A Class and C Class assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
The Fund has also adopted a shareholder services plan for its A Class, C Class and Investor Class shares for certain non-distribution shareholder services provided by financial intermediaries. The shareholder services plan authorizes annual payment of up to 0.25% of the average daily net assets attributable to the A Class shares, up to 0.25% of the average daily net assets attributable to the C Class shares, and up to 0.375% of the average daily net assets attributable to the Investor Class shares. In addition, the Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional Class shares of the Fund.
Portfolio Holdings
A complete list of the Fund's holdings is made available on the Fund's website on a monthly basis. The holdings information is generally posted to the website approximately twenty days after the end of the month and remains available for six months thereafter. A list of the Fund's ten largest holdings is made available on the Fund's website on a quarterly basis. The ten largest holdings of the Fund are generally posted to the website approximately fifteen days after the end of each calendar quarter and remain available until the next quarter. To access the holdings information, go to www.americanbeaconfunds.com. The Fund's ten largest holdings may also be accessed by selecting the Fund's fact sheet.
A description of the Fund's policies and procedures regarding the disclosure of portfolio holdings is available in the SAI, which you may access on the Fund's website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.
Delivery of Documents
If you are interested in electronic delivery of the Fund's summary prospectus and shareholder reports, please go to www.americanbeaconfunds.com and click on ‘‘Quick Links'' and then ‘‘Register for E-Delivery.''
To reduce expenses, your financial institution may mail only one copy of the summary prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
Financial Highlights
The financial highlights tables are intended to help you understand the Fund's financial performance for the period of the Fund's operations. Certain information reflects financial results for a single Fund share.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). The information in the financial highlights has been derived from the Fund's financial statements audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the Fund's financial statements, is included in the Fund's Annual Report, which you may obtain upon request.
26 |
Prospectus – Additional Information |
American Beacon ARK Transformational Innovation Fund |
||
|
A Class |
|
For a share outstanding throughout the period: |
January 2, 2019A to June 30, 2019 |
|
Net asset value, beginning of period |
$14.72 |
|
Income (loss) from investment operations: |
|
|
Net investment (loss) |
(0.05 |
) |
Net gains on investments (both realized and unrealized) |
3.75 |
|
Total income from investment operations |
3.70 |
|
Net asset value, end of period |
$18.42 |
|
Total returnB |
25.14 |
%C |
Ratios and supplemental data: |
|
|
Net assets, end of period |
$3,606,814 |
|
Ratios to average net assets: |
|
|
Expenses, before reimbursements |
2.31 |
%D |
Expenses, net of reimbursementsE |
1.40 |
%D |
Net investment (loss), before expense reimbursements |
(2.00 |
)%D |
Net investment (loss), net of reimbursements |
(1.09 |
)%D |
Portfolio turnover rate |
63 |
% |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses. |
Prospectus – Additional Information |
27 |
American Beacon ARK Transformational Innovation Fund |
||
|
C Class |
|
For a share outstanding throughout the period: |
January 2, 2019A to June 30, 2019 |
|
Net asset value, beginning of period |
$14.72 |
|
Income (loss) from investment operations: |
|
|
Net investment (loss) |
(0.10 |
) |
Net gains on investments (both realized and unrealized) |
3.73 |
|
Total income from investment operations |
3.63 |
|
Net asset value, end of period |
$18.35 |
|
Total returnB |
24.66 |
%C |
Ratios and supplemental data: |
|
|
Net assets, end of period |
$1,790,079 |
|
Ratios to average net assets: |
|
|
Expenses, before reimbursements |
3.25 |
%D |
Expenses, net of reimbursementsE |
2.15 |
%D |
Net investment (loss), before expense reimbursements |
(2.94 |
)%D |
Net investment (loss), net of reimbursements |
(1.83 |
)%D |
Portfolio turnover rate |
63 |
% |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses. |
28 |
Prospectus – Additional Information |
A |
Commencement of operations. |
B |
Per share amounts have been calculated using the average shares method. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses. |
G |
Portfolio turnover rate is for the period from January 27, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
29 |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
E |
Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses. |
F |
Portfolio turnover rate is for the period from January 27, 2017 through June 30, 2017 and is not annualized. |
30 |
Prospectus – Additional Information |
A |
Commencement of operations. |
B |
Per share amounts have been calculated using the average shares method. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
F |
Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses. |
G |
Portfolio turnover rate is for the period from January 27, 2017 through June 30, 2017 and is not annualized. |
Prospectus – Additional Information |
31 |
Additional Information
Additional information about the Fund is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Fund's website at www.americanbeaconfunds.com.
Annual Report/Semi-Annual Report
The Fund's Annual and Semi-Annual Reports list the Fund's actual investments as of the report's date. They also include a
discussion by the Manager of market conditions and investment strategies that significantly affected the Fund's performance.
The report of the Fund's independent registered public accounting firm is included in the Annual Report.
SAI
The SAI contains more details about the Fund and its investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the SEC.
Appendix A to the Prospectus – Intermediary Sales Charge Discounts and Waivers
Appendix A contains more information about specific sales charge discounts and waivers available for shareholders who purchase Fund shares through a specific financial intermediary. Appendix A is incorporated herein by reference (is legally a part of this Prospectus).
To obtain more information about the Fund or to request a copy of the documents listed above:
By Telephone: |
Call
|
By Mail: |
American Beacon Funds
|
By E-mail: |
americanbeaconfunds@ambeacon.com |
On the Internet: |
Visit our website at www.americanbeaconfunds.com
|
The SAI and other information about the Fund are available on the EDGAR Database on the SEC's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The SAI and other information about the Fund may also be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
American Beacon is a registered service mark of American Beacon Advisors, Inc. The American Beacon Funds and American Beacon ARK Transformational Innovation Fund are service marks of American Beacon Advisors, Inc. |
|
SEC File Number 811-04984
Appendix A
INTERMEDIARY SALES CHARGE DISCOUNTS AND WAIVERS
Specific intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers, which are discussed below. In all instances, it is the purchaser's responsibility to notify the Fund or the purchaser's financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive any applicable waivers or discounts. Please see the section entitled "Choosing Your Share Class" for more information on sales charges and waivers available for different classes.
The information in this Appendix is part of, and incorporated into, the Fund's prospectus.
Appendix A: Merrill Lynch
A CLASS AND C CLASS PURCHASES THROUGH MERRILL LYNCH
Effective April 10, 2017, shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the Fund's prospectus or SAI.
Front-end Sales Load Waivers on A Class Shares available at Merrill Lynch
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission- based brokerage account and shares are held for the benefit of the plan.
Shares purchased by or through a 529 Plan.
Shares purchased through a Merrill Lynch affiliated investment advisory program.
Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch's platform.
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable).
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).
Shares exchanged from C Class (i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date.
Employees and registered representatives of Merrill Lynch or its affiliates and their family members.
Directors or Trustees of the Fund, and employees of the Fund's investment adviser or any of its affiliates, as described in this Prospectus.
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).
CDSC Waivers on A Class and C Class Shares available at Merrill Lynch
Death or disability of the shareholder
Shares sold as part of a systematic withdrawal plan as described in the Fund's Prospectus
Return of excess contributions from an IRA Account
Shares sold as part of a "required minimum distribution" for IRAs and other retirement accounts due to the shareholder reaching age 70½
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch
Shares acquired through a right of reinstatement
Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A Class and C Class shares only)
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
Breakpoints as described in this prospectus.
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser's household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)
Appendix A: Morgan Stanley
Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in the Fund's Prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
Morgan Stanley employee and employee-related accounts according to Morgan Stanley's account linking rules
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund
Shares purchased through a Morgan Stanley self-directed brokerage account
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management's share class conversion program
A-1 |
Prospectus – Appendix |
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge.
Appendix A: Raymond James
Shareholders purchasing Fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund's prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Raymond James
Shares purchased in an investment advisory program.
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions.
Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).
A shareholder in the Fund's Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James.
CDSC Waivers on Classes A and C shares available at Raymond James
Death or disability of the shareholder.
Shares sold as part of a systematic withdrawal plan as described in the fund's prospectus.
Return of excess contributions from an IRA Account.
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund's prospectus.
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.
Shares acquired through a right of reinstatement.
Front-end load discounts available at Raymond James: breakpoints, rights of accumulation, and/or letters of intent
Breakpoints as described in this Prospectus.
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser's household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets.
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets.
Prospectus – Appendix |
A-2 |
Appendix B
GLOSSARY
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
|
ADRs |
American Depositary Receipts |
|
Advisers Act |
Investment Advisers Act of 1940, as amended |
|
American Beacon or Manager
|
American Beacon Advisors, Inc. |
|
Beacon Funds |
American Beacon Funds |
|
Board |
Board of Trustees |
|
Brexit |
The United Kingdom’s departure from the European Union |
|
Capital Gains Distributions |
Distributions of realized net capital gains |
|
CDSC |
Contingent Deferred Sales Charge |
|
Delaware Subsidiary |
A wholly owned subsidiary organized under Delaware law |
|
Denial of Services |
A cybersecurity incident that results in customers or employees being unable to access electronic systems |
|
Dividends |
Distributions of most or all of a Fund's net investment income |
|
DRD |
Dividends-received deduction |
|
EU |
European Union |
|
Forwards |
Forward Currency Contracts |
|
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 |
|
LOI |
Letter of Intent |
|
NAV |
Fund's net asset value |
|
NYSE |
New York Stock Exchange |
|
Other Distributions |
Distributions of net gains from foreign currency transactions |
|
QDI |
Qualified Dividend Income |
|
SAI |
Statement of Additional Information |
|
SEC |
U.S. Securities and Exchange Commission |
|
Securities Act |
Securities Act of 1933, as amended |
|
State Street |
State Street Bank and Trust Company |
|
Subsidiary |
A wholly owned subsidiary that is organized under the laws of the Cayman Islands |
|
SVP |
Signature Validation Program |
|
Trust |
American Beacon Funds |
|
UGMA |
Uniform gifts to minor |
|
UK |
United Kingdom |
|
UTMA |
Uniform transfers to minor |
B-1 |
Prospectus – Appendix |
|
|
|
Statement of Additional Information
October 28, 2019
|
|
|
Ticker |
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Share Class |
A |
C |
Y |
Institutional |
Investor |
||
American Beacon ARK Transformational Innovation Fund |
ADNAX |
ADNCX |
ADNYX |
ADNIX |
ADNPX |
This Statement of Additional Information should be read in conjunction with the prospectus dated October 28, 2019 (the "Prospectus") for the American Beacon ARK Transformational Innovation Fund (the "Fund"), a series of American Beacon Funds, a Massachusetts business trust. Copies of the Prospectus may be obtained without charge by calling (800) 658-5811. You also may obtain copies of the Prospectus without charge by visiting the Fund's website at www.americanbeaconfunds.com. This SAI is incorporated by reference into the 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 D.
The Fund's Annual Report to shareholders for the fiscal year ended June 30, 2019 and the financial statements and accompanying notes appearing therein are incorporated by reference into this SAI. Copies of the Fund's Annual and Semi-Annual Reports may be obtained without charge, upon request by calling (800) 658-5811 or visiting www.americanbeaconfunds.com.
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1 |
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Additional Information About Investment Strategies and Risks |
1 |
14 |
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15 |
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16 |
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16 |
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16 |
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18 |
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18 |
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28 |
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28 |
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28 |
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30 |
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30 |
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33 |
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34 |
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35 |
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36 |
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Additional Information Regarding Contingent Deferred Sales Charges |
38 |
38 |
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38 |
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42 |
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42 |
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Appendix A: Proxy Voting Policy and Procedures for the Trust |
A-1 |
B-1 |
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C-1 |
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D-1 |
ORGANIZATION AND HISTORY OF THE FUND
The Fund is a separate series of American Beacon Funds (the "Trust"), an open-end management investment company organized as a Massachusetts business trust on January 16, 1987. The Fund constitutes a separate investment portfolio with a distinct investment objective and distinct purpose and strategy. The Fund is "non-diversified" as that term is defined by the Investment Company Act. The Fund is 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, Institutional Class, and Investor Class shares of the Fund.
NON-DIVERSIFIED STATUS
As noted above, the Fund is "non-diversified" under the Investment Company Act, which means that it may invest a greater portion of its assets in a more limited number of issuers than a diversified fund. An investment in the 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 the Fund 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, the 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 the Fund. With respect to the remaining 50% of its total asset value, the 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 the 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 the 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 objective and principal investment strategies and risks of the Fund are described in the Prospectus. This section contains additional information about the Fund's investment policies and risks and types of investments the Fund may purchase. The composition of the Fund's portfolio and the strategies that the Fund may use in selecting investments may vary over time. The Fund is not required to use all of the investment strategies described below in pursuing its investment objective. It may use some of the investment strategies only at some times or it may not use them at all.
Borrowing Risk — The 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. The Fund may borrow for temporary purposes. Borrowing may exaggerate changes in the Fund's NAV and in its total return. Interest expense and other fees associated with borrowing may reduce the Fund's return.
Cash Equivalents — Cash equivalents include shares of money market funds, certificates of deposit, time deposits, bearer deposit notes, bankers' acceptances, government obligations, commercial paper, short-term corporate debt securities and repurchase agreements.
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. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.
CDs are issued against funds deposited in an eligible bank (including its domestic and foreign branches, subsidiaries and agencies), are for a definite period of time, earn a specified rate of return and are normally negotiable. 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.
Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.
Common Stock — Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or traded over-the-counter. OTC stock may be less liquid than exchange-traded stock.
Cover and Asset Segregation — The Fund may make investments or employ trading practices that obligate the Fund, on a fixed or contingent basis, to deliver an asset or make a cash payment to another party in the future. The Fund will comply with guidance from the SEC with respect to coverage of certain investments and trading practices. This guidance requires segregation (which may include earmarking) by the Fund of cash or liquid assets with its custodian or a designated sub-custodian to the extent the Fund's obligations with respect to these strategies are not otherwise "covered" through ownership of the underlying security or financial instrument or by offsetting portfolio positions.
For example, if the Fund enters into a currency forward contract to sell foreign currency on a future date, the Fund may cover its obligation to deliver the foreign currency by segregating cash or liquid assets having a value at least equal to the value of the deliverable currency on a marked-to-market basis. Alternatively, the Fund could cover its obligation by entering into an offsetting transaction to acquire, on or before the date such foreign
1 |
currency must be delivered, an amount of foreign currency at least equal to the deliverable amount at a price at or below the sale price to be received by the Fund under the currency forward contract.
The Fund's approach to asset coverage may vary among different types of transactions. For example, if the Fund's forward obligation on the transaction is only to make a cash payment equal to the amount, if any, by which the value of the Fund's position is less than that of its counterparty, the Fund will segregate cash or liquid assets equal to that difference calculated on a daily marked-to-market basis (a "net amount"). Additionally, if the Fund is a protection seller in a credit default swap, the Fund, depending on how the credit default swap is settled, usually will segregate assets equal to the full notional value of the swap. If the Fund is a protection buyer in a credit default swap, depending on how the credit default swap is settled, it usually will cover the total amount of required premium payments plus the prepayment penalty.
With respect to certain investments, the Fund calculates the obligations of the parties to the agreement on a "net basis" (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). Under such circumstances, the Fund's current obligations will generally be equal only to the net amount to be paid by the Fund based on the relative values of the positions held by each party to the agreement (the "net amount").
Inasmuch as the Fund covers its obligations under these transactions as described above, the Manager and the Fund believe such obligations do not constitute senior securities. Earmarking or otherwise segregating a large percentage of the Fund's assets could impede the sub-advisor's ability to manage the Fund's portfolio.
Currencies Risk — The 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, purchasing or selling forward currency exchange contracts in non-U.S. or emerging market currencies, 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 the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies.
Cybersecurity Risk — With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber-attacks affecting the Fund or the sub-advisor, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions, result in the loss or theft of customer data or funds, impact the Fund's ability to calculate its NAV per share, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. A cyber-attack may also result in customers or employees 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 Fund may also incur additional costs for cybersecurity risk management purposes. Similar types of cybersecurity risks are also present for issues or securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund's investment in such companies to lose value.
Any of these results could have a substantial adverse impact on the 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 employees could be unable to access electronic systems to perform critical duties for the Fund, such as trading, NAV calculation, shareholder accounting or fulfillment of Fund share purchases and redemptions. Cybersecurity incidents could cause the Fund or Fund 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 the Fund or Fund service provider violated privacy and other laws. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions and other parties. Although the Fund, its Manager, and the sub-advisor endeavor to determine that service providers have established risk management systems that seek to reduce the risks associated with cybersecurity, and business continuity plans in the event there is a cybersecurity breach, there are inherent limitations in these systems and plans, including the possibility that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. Furthermore, the Fund does not control the cybersecurity systems and plans of the issuers of securities in which the Fund invests or the Fund's third-party service providers or trading counterparties or any other service providers whose operations may affect the Fund or its shareholders.
Depositary Receipts — American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts — ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. EDRs are in bearer form and traded in European securities markets. GDRs are in bearer form and traded in both the U.S. and European securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund's possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security. Please see "Foreign Securities" below for a description of the risks associated with investments in foreign securities.
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Derivatives — Generally a derivative is a financial arrangement, the value of which is based on, or "derived" from, a traditional security, asset, currency, or market index. Some "derivatives" such as mortgage-related and other asset-backed securities are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. 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 (reference assets).
The Fund may invest in various types of derivatives, including among others, options (including non-deliverable options), futures and options thereon, forward currency and other forwards (including non-deliverable forwards), forwards for currency hedges, warrants, structured products (including credit-linked and structured notes), interest rate caps, floors, collars, reverse collars, total return swaps, and credit default swaps. The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act 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 the Dodd-Frank Act the SEC and the CFTC have promulgated a broad range of new regulations with respect to security-based swaps (e.g., derivatives based on a single security or narrow-based securities index), which are regulated by the SEC, and other swaps, which are regulated by the CFTC and the markets in which these instruments trade.
Prior to 2012, advisers of registered investment companies, like the Fund, that trade commodity interests (such as futures contracts, options on futures contracts, non-deliverable forwards and swaps), were excluded from regulation as CPOs pursuant to CFTC Regulation 4.5. In 2012, the CFTC amended Regulation 4.5 to dramatically narrow this exclusion. Under the amended Regulation 4.5 exclusion, in order to rely on the exclusion the Fund's commodity interests – other than those used for bona fide hedging purposes (as defined by the CFTC) – must be 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 that are "in-the-money" at the time of purchase) do not exceed 5% of the Fund's NAV, or alternatively, the aggregate net notional value of the positions, determined at the time the most recent position was established, does not exceed 100% of the Fund's NAV (after taking into account unrealized profits and unrealized losses on any such positions). Further, to qualify for the exclusion in amended Regulation 4.5, the Fund must satisfy a marketing test, which requires, among other things, that the Fund not hold itself out as a vehicle for trading commodity interests. The Fund's ability to use these instruments also may be limited by federal income tax considerations. See the section entitled "Tax Information."
The Manager, on behalf of the Fund, has filed a notice claiming the CFTC Regulation 4.5 exclusion from CPO registration with respect to the Fund. The Manager is also exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund.
Derivatives may involve significant risk. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. Not all derivative transactions require a counterparty to post collateral, which may expose the 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. The 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.
Transactions in derivatives may expose the Fund to an obligation to another party and, as a result, the Fund may need to "cover" the obligation or segregate liquid assets in compliance with SEC guidelines, as discussed above under "Cover and Asset Segregation."
Emerging Market Investments — The Fund may invest in securities and derivatives with exposure to various countries with emerging capital markets. Investments in securities and derivatives with exposure to countries with emerging capital markets involve significantly higher risks not involved in investments in securities in more developed capital markets, such as (i) 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, (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments, (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other non-U.S. or U.S. governmental laws or restrictions applicable to such investments, (iv) national policies that may limit the Fund's investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests, (v) the lack or relatively early development of legal structures governing private and foreign investments and private property, and (vi) less diverse or immature economic structures. In addition to withholding taxes on investment income, some countries with emerging capital markets may impose differential capital gain taxes on foreign investors.
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. In such a dynamic environment, there can be no assurance that these capital markets will continue to present viable investment opportunities for the Fund. 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 such event, it is possible that the Fund could lose the entire value of its investments in the affected markets.
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, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Also, 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. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and
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securities may be held by a limited number of investors. This may adversely affect the timing and pricing of the Fund's acquisition or disposal of securities.
The laws in certain emerging market countries 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 the Fund.
Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because the Fund may use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable.
The 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.
Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund's net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund's net assets decrease due to market declines or redemptions, the Fund's expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund's expense ratio could be significant.
Foreign Securities — The 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 include the possibility of adverse political and economic developments (including political or social instability, nationalization, expropriation, or confiscatory taxation); the potentially adverse effects of unavailability of public information regarding 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 tracking; and possibly limited access to the courts to enforce the Fund's rights as an investor.
The Fund also may invest in equity, debt, or other income-producing securities that are denominated in or indexed to foreign currencies, including (1) common and preferred stocks, (2) CDs, commercial paper, fixed time deposits, and bankers' acceptances issued by foreign banks, (3) obligations of other corporations, and (4) obligations of foreign governments and their subdivisions, agencies, and instrumentalities, international agencies, and supranational entities. Investing in foreign currency denominated securities involves the special risks associated with investing in non-U.S. issuers, as described in the preceding paragraph, and the additional risks of (1) adverse changes in foreign exchange rates and (2) adverse changes in 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.
The 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 the Fund to invest directly in an issuer's common stock. Use of market access investments may involve risks associated with derivative investments (see "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.
Commissions on foreign securities exchanges are often at fixed rates and are generally higher than negotiated commissions on U.S. exchanges, although the sub-advisor endeavors to achieve the most favorable net results on portfolio transactions.
Foreign securities may trade with less frequency and in less volume than domestic securities and therefore may exhibit greater or lower price volatility. 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.
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 the Fund is not invested and no return is earned thereon. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result in losses to the Fund due to subsequent declines in value of the securities or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.
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. Individual foreign economies may 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.
Brexit Risk. The risk of investing in Europe may be heightened due to the 2016 referendum in which the UK voted to exit the EU. There
is a significant degree of uncertainty about how negotiations relating to the UK's withdrawal will be conducted, as well as the
potential consequences and precise timeframe for "Brexit." There is a substantial risk that the UK will separate from the EU without a formal agreement,
which could be highly disruptive to the economies of both regions. While it is not possible to determine the precise impact these events
may have on the Fund,
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during this period and beyond, the impact on the UK and European economies and the broader global economy could be significant,
resulting in negative impacts, such as increased volatility and illiquidity, and potentially lower economic growth, on markets in the UK,
Europe and globally, which may adversely affect the value of the Fund's investments. In addition, if one or more other countries were to exit the
EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably.
Chinese Companies. Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations not typically associated
with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization
or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the
risk of war); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition
from Asia's other low-cost emerging economies; (e) greater price volatility, substantially less liquidity and significantly
smaller market capitalization of securities markets, particularly in China; (f) currency exchange rate fluctuations and the
lack of available currency hedging instruments; (g) higher rates of inflation; (h) controls on foreign investment and limitations
on repatriation of invested capital and on the Fund's ability to exchange local currencies for U.S. dollars; (i) greater governmental
involvement in and control over the economy, and greater intervention in the Chinese financial markets, such as the imposition
of trading restrictions; (j) the risk that the Chinese government may decide not to continue to support the economic reform
programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (k) the fact that Chinese
companies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (l) the difference
in, or lack of auditing and financial reporting standards which may result in unavailability of material information about
issuers, particularly in China; (m) the fact that statistical information regarding the Chinese economy may be inaccurate
or not comparable to statistical information regarding the U.S. or other economies; (n) the less extensive, and still developing,
regulation of the securities markets, business entities and commercial transactions; (o) the fact that the settlement period
of securities transactions in foreign markets may be longer; (p) the willingness and ability of the Chinese government to
support the Chinese and Hong Kong economies and markets is uncertain; (q) the risk that it may be more difficult or impossible,
to obtain and/ or enforce a judgment than in other countries; (r) the rapidity and erratic nature of growth, particularly
in China, resulting in inefficiencies and dislocations; and (s) the risk that, because of the degree of interconnectivity
between the economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods
from China, or an economic downturn in China could negatively affect the economies and financial markets of Hong Kong and
Taiwan, as well.
Investment in China, Hong Kong and Taiwan is subject to certain political risks. China's economy has transitioned from a rigidly
central-planned state-run economy to one that has been only partially reformed by more market-oriented policies. Although
the Chinese government has implemented economic reform measures, reduced state ownership of companies and established better
corporate governance practices, a substantial portion of productive assets in China are still owned by the Chinese government.
The government continues to exercise significant control over regulating industrial development and, ultimately, control over
China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular industries or companies.
China continues to limit direct foreign investments generally in industries deemed important to national interests. Foreign
investment in domestic securities are also subject to substantial restrictions. Some believe that China's currency is undervalued.
Currency fluctuations could significantly affect China and its trading partners. China continues to exercise control over
the value of its currency, rather than allowing the value of the currency to be determined by market forces. This type of
currency regime may experience sudden and significant currency adjustments, which may adversely impact investment returns.
For decades, a state of hostility has existed between Taiwan and the People's Republic of China. Beijing has long deemed Taiwan
a part of the "one China" and has made a nationalist cause of recovering it. This situation poses a threat to Taiwan's economy
and could negatively affect its stock market. By treaty, China has committed to preserve Hong Kong's autonomy and its economic,
political and social freedoms until 2047. However, if China would exert its authority so as to alter the economic, political
or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively
affected, which in turn could negatively affect markets and business performance.
China could be affected by military events on the Korean peninsula or internal instability within North Korea. North Korea
and South Korea each have substantial military capabilities, and historical tensions between the two countries present the
risk of war. Any outbreak of hostilities between the two countries could have a severe adverse effect on the South Korean
economy and securities market. These situations may cause uncertainty in the Chinese market and may adversely affect performance
of the Chinese economy.
Eastern European and Russian Securities. Investing in the securities of Eastern European and Russian issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. Political and economic reforms
are too recent to establish a definite trend away from centrally planned economies and state-owned industries. Investments in Eastern European
countries may involve risks of nationalization, expropriation, and confiscatory taxation. Many Eastern European countries continue to move towards
market economies at different paces with appropriately different characteristics. Most Eastern European markets suffer from thin trading activity,
dubious investor protections, and often a dearth of reliable corporate information. Information and transaction costs, differential taxes,
and sometimes political or transfer risk give a comparative advantage to the domestic investor rather than the foreign investor. In addition, these markets
are particularly sensitive to social, political, economic, and currency events in Western Europe and Russia and may suffer heavy losses as
a result of their trading and investment links to these economies and currencies. Additionally, Russia may attempt to assert its influence in the region
through economic or even military measures, as it did with Georgia in the summer of 2008 and Ukraine beginning in 2014. The United States and the EU
have imposed economic sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited
certain exports and imports to and from Russia. 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, either by issuer, sector or the Russian markets as a whole, impairing the ability of the Fund
to buy, sell, receive or deliver those securities. In such circumstances, the Fund may be forced to liquidate non-restricted assets in order to satisfy shareholder
redemptions. Such liquidation of Fund assets could result in the Fund receiving substantially lower prices for its securities. Sanctions could
also result in Russia taking
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counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. As a result,
the Fund's performance may be adversely affected.
In some of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may
also have government exchange controls, currencies with no recognizable market value relative to the established currencies
of Western market economies, little or no experience in trading in securities, no accounting or financial reporting standards,
a lack of banking and securities infrastructure to handle such trading and a legal tradition that does not recognize rights
in private property. Credit and debt issues and other economic difficulties affecting Western Europe and its financial institutions
can negatively affect Eastern European countries.
Eastern European economies may also be particularly susceptible to the international credit market due to their reliance on
bank related inflows of foreign capital. The 2008 global financial crisis restricted international credit supplies and several
Eastern European economies faced significant credit and economic crises. Although some Eastern European economies are expanding
again, major challenges are still present as a result of their continued dependence on the Western European zone for credit
and trade. Accordingly, the European crisis may present serious risks for Eastern European economies, which may have a negative
effect on the Fund's investments in the region.
Compared to most national stock markets, the Russian securities market suffers from a variety of problems not encountered
in more developed markets. There is little long-term historical data on the Russian securities market because it is relatively
new and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges.
The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining
accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally,
there is little solid corporate information available to investors. As a result, it may be difficult to assess the value or
prospects of an investment in Russian companies.
Because of the recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications
systems, settlement, clearing and registration of securities transactions are subject to significant risks not normally associated
with securities transactions in the United States and other more developed markets. Prior to 2013, there was no central registration
system for equity share registration in Russia and registration was carried out by either the issuers themselves or by registrars
located throughout Russia. Such registrars were not necessarily subject to effective state supervision nor were they licensed
with any governmental entity, thereby increasing the risk that the Fund could lose ownership of its securities through fraud, negligence, or even mere oversight. With the implementation of
the National Settlement Depository ("NSD") in Russia as a recognized central securities depository, title to Russian equities
is now based on the records of the NSD and not the registrars. Although the implementation of the NSD is generally expected
to decrease the risk of loss in connection with recording and transferring title to securities, issues resulting in loss still
might occur. In addition, issuers and registrars are still prominent in the validation and approval of documentation requirements
for corporate action processing in Russia. Because the documentation requirements and approval criteria vary between registrars
and/or issuers, there remain unclear and inconsistent market standards in the Russian market with respect to the completion
and submission of corporate action elections. To the extent that the Fund suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for
the Fund to enforce its rights or otherwise remedy the loss.
The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry
products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable
to any weakening in global demand for these products. As the 2008 global financial crisis caused price volatility in commodities,
especially oil, many sectors in the Russian economy fell into turmoil, pushing the whole economy into recession. In addition,
prior to the global financial crisis, Russia's economic policy encouraged excessive foreign currency borrowing as high oil
prices increased investor appetite for Russian financial assets. As a result of this credit boom, Russia reached alarming
debt levels and suffered from the effects of tight credit markets. Russia continues to face significant economic challenges,
including weak levels of investment and a sluggish recovery in external demand. In the near term, the fallout from the European
crisis and weakened global economy may reduce demand for Russian exports such as oil and gas, which could limit Russia's economic
recovery. Over the long-term, Russia faces challenges including a shrinking workforce, a high level of corruption, and difficulty
in accessing capital for smaller, non-energy companies and poor infrastructure in need of large investments.
European Securities. The EU's Economic and Monetary Union 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. Decreasing imports or exports, changes in governmental or other 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 countries on its sovereign debt, and/or an economic recession in one or more EU member countries
may have a significant adverse effect on the economies of other EU member countries and major trading partners outside Europe.
In recent years, the European financial markets have experienced volatility and adverse trends due to concerns relating to
economic downturns, rising government debt levels and national unemployment and the possible default of government debt in several European countries.
Several countries have agreed to multi-year bailout loans from the European Central Bank, International Monetary Fund, and other institutions.
Responses to financial problems by European governments, central banks, and others, including austerity measures and reforms, may not produce
the desired results, may result in social unrest and may limit future growth and economic recovery or have unintended consequences. A
default or debt restructuring by any European country can 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 and can affect exposures to other EU countries and their financial
companies as well. The manner in which the EU and EMU responded to the global recession and sovereign debt issues raised questions about their ability
to react quickly to rising borrowing costs and the potential default by an EU country of its sovereign debt and revealed a lack of cohesion in
dealing with the fiscal problems of member states. To address budget deficits and public debt concerns, a number of European countries have imposed
strict austerity measures and comprehensive financial and labor market reforms, which could increase political or social instability. Some
European countries continue to suffer from high unemployment rates. In June 2016, the UK voted to withdraw from the EU, commonly referred to
as Brexit. The impact of Brexit is so far uncertain. The effect on the UK's economy will likely depend on the nature of trade relations with the
EU following its exit, a
6
matter to be negotiated. The decision may cause increased volatility and have a significant adverse impact on world financial
markets, other international trade agreements, and the UK and European economies, as well as the broader global economy for some time. Additional
EU members could decide to abandon the euro and/or withdraw from the EU, which could adversely affect the value of the Fund's investments.
Secessionist movements, such as the Catalan movement in Spain, as well as government or other responses to such movements,
may also create instability and uncertainty in the region.
The occurrence of terrorist incidents throughout Europe also could impact financial markets. The impact of these events is
not clear but could be significant and far-reaching and materially impact the Fund.
Latin America.
Inflation. Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including,
in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation
in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there
is no guarantee it will remain at lower levels.
Political Instability. As an emerging market, Latin American countries generally have historically suffered from social, political, and economic
instability. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism,
protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention
by the military in civilian and economic spheres. However, in some Latin American countries, a move to sustainable democracy
and a more mature and accountable political environment is under way. Domestic economies have been deregulated, privatization
of state-owned companies is almost completed and foreign trade restrictions have been relaxed.
Nonetheless, to the extent that events such as those listed above continue in the future, they could reverse favorable trends
toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities
markets in the region. In addition, recent favorable economic performance in much of the region has led to a concern regarding
government overspending in certain Latin American countries. Investors in the region continue to face a number of potential
risks. Governments of many Latin American countries have exercised and continue to exercise substantial influence over many
aspects of the private sector. Governmental actions in the future could have a significant effect on economic conditions in
Latin American countries, which could affect the companies in which the Fund invests and, therefore, the value of Fund shares.
Additionally, an investment in Latin America is subject to certain risks stemming from political and economic corruption,
which may negatively affect the country or the reputation of companies domiciled in a certain country.
Dependence on Exports and Economic Risk. Certain Latin American countries depend heavily on exports to the U.S. and investments from a small number of countries.
Accordingly, these countries may be sensitive to fluctuations in demand, protectionist trade policies, exchange rates and
changes in market conditions associated with those countries. The economic growth of most Latin American countries is highly
dependent on commodity exports and the economies of certain Latin American countries, particularly Mexico and Venezuela, are
highly dependent on oil exports. As a result, these economies are particularly susceptible to fluctuations in the price of
oil and other commodities and currency fluctuations. The 2008 global financial crisis weakened the global demand for oil and
other commodities and, as a result, Latin American countries faced significant economic difficulties that led certain countries
into recession. If global economic conditions worsen, prices for Latin American commodities may experience increased volatility
and demand may continue to decrease. Although certain of these countries have recently shown signs of recovery, such recovery,
if sustained, may be gradual. In addition, prolonged economic difficulties may have negative effects on the transition to
a more stable democracy in some Latin American countries. In certain countries, political risk, including nationalization
risk, is high.
Sovereign Debt. A number of Latin American countries are among the largest debtors of developing countries and have a history of reliance
on foreign debt and default. The majority of the region's economies have become dependent upon foreign credit and loans from
external sources to fund government economic plans. Historically, these plans have frequently resulted in little benefit accruing
to the economy. Most countries have been forced to restructure their loans or risk default on their debt obligations. In addition,
interest on the debt is subject to market conditions and may reach levels that would impair economic activity and create a
difficult and costly environment for borrowers. Accordingly, these governments may be forced to reschedule or freeze their
debt repayment, which could negatively affect local markets. Because of their dependence on foreign credit and loans, a number
of Latin American economies faced significant economic difficulties and some economies fell into recession as the 2008 global
financial crisis tightened international credit supplies. While the region has recently shown signs of economic improvement,
recovery from past economic downturns in Latin America has historically been slow, and any such recovery, if sustained, may
be gradual. The European crisis and weakened global economy may reduce demand for exports from Latin America and limit the
availability of foreign credit for some countries in the region. As a result, the Fund's investments in Latin American securities
could be harmed if economic recovery in the region is limited.
Pacific Basin Region. 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 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 2008 global
financial crisis spread to the region, significantly lowering its exports and foreign investments in the region, which are driving forces of its economic
growth. In addition,
7
the economic crisis also significantly affected consumer confidence and local stock markets. Although the economies of many
countries in the region have recently shown signs of recovery from the crisis, such recovery, if sustained, may be gradual. Furthermore, any such
recovery may be limited or hindered by the reduced demand for exports and lack of available capital for investment resulting from the European crisis
and weakened global economy. The economies of certain Asian countries depend to a significant degree upon 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.
The securities markets in Asia are substantially smaller, less liquid and more volatile than the major securities markets
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 the Fund. 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 the 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.
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 the Fund's assets denominated in those currencies.
Some developing Asian countries prohibit or impose substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Fund. As illustrations, 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. There can be
no assurance that the 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 the 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.
Sovereign Debt. The Fund may invest in sovereign debt securities issued or guaranteed by foreign government entities. Investment in sovereign
debt involves a high degree of risk. The governmental entity that controls the repayment of sovereign 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 governmental entity'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, 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, the governmental entity's policy towards the
International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities
may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce
principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make
such disbursements may be conditioned on a governmental entity's implementation of economic reforms and/or economic performance
and the timely service of such debtor's obligations. Failure to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend funds to
the governmental entity, which may further impair such debtor's ability or willingness to timely service its debts. Consequently,
governmental entities may default on their sovereign debt.
Holders of sovereign debt, including the Fund, may be requested to participate in the rescheduling of such debt and to extend
further loans to governmental entities. In the event of a default by the issuer, the Fund may have few or no effective legal
remedies for collecting on such debt.
Forward Contracts and Futures Contracts — The Fund may enter into forward and futures contracts. Forward and futures contracts, including equity, interest rate and treasury futures contracts, 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 obligation against receipt of the specified price. Futures are traded on both U.S. and foreign commodities exchanges. A forward is a private agreement between two parties and is not traded on an exchange. Futures contracts will be traded for the same purposes as entering into forward contracts. 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 the Fund is required to deposit "initial margin" consisting of cash or U.S. Government 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 the Fund at the termination of the transaction if all contractual obligations have been satisfied. Under certain circumstances, such as periods of high volatility, the 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" (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 the Fund's obligations to or from a futures broker. When the 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 the 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. The Fund intends to enter into futures contracts only on exchanges or boards of trade where there appears to be a liquid secondary market.
8 |
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, the Fund will incur brokerage fees when it purchases or sells futures contracts. The Fund has 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 the 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. The Fund would continue to be subject to market risk with respect to the position. In addition, the Fund 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 the Fund, if investment judgment about the general direction of, for example, an index is incorrect, the 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 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, the Fund may have contractual remedies pursuant to the forward contract, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Fund's rights as a creditor.
Forward Currency Contracts. The Fund may enter into forward currency contracts 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.
Forward currency contracts may serve as long hedges — for example, the 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, the 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.
The 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 portfolio securities denominated in such foreign currency. In addition, the Fund may use forward
currency contracts when the sub-advisor wishes to "lock in" the U.S. dollar price of a security when the 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.
The 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
the Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies.
The 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
applicable 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, the Fund may use forward currency contracts to shift exposure to foreign currency fluctuations from one country
to another. For example, if the 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 the Fund's exposure to foreign currency
exchange rate fluctuations.
The cost to the 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
9
are involved. When the 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 the 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, the Fund might be unable to close out a forward currency contract
at any time prior to maturity. In either event, the 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.
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, the 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.
The 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, the 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 the Fund's
rights as a creditor.
Non-Deliverable Currency Forwards. The 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.
The 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 the Fund, and the cost
of such strategies may reduce the 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, the 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.
Growth Companies Risk — Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices of these securities may go down, even if earnings showed an absolute increase. Growth company securities may lack the dividend yield that can cushion prices in market downturns. Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. The Fund's investments in growth securities may underperform value or non-growth securities that have a broader investment style.
Illiquid and Restricted Securities — Generally, an illiquid asset is an asset that the 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. 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. 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. 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.
Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the 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. In addition, the Fund may get only limited information about an issuer, so it may be less able to predict a loss. The Fund also might have to register such
10 |
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.
In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A 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 the Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of the Fund's illiquidity. The Manager or the sub-advisor, as applicable, may determine that certain securities qualified for trading under Rule 144A are liquid. 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 the Fund, to purchase such unregistered securities if certain conditions are met.
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 ("Section 4(a)(2) securities") are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Fund that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. 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.
The Manager and the sub-advisor will carefully monitor the Fund's investments in Section 4(a)(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(a)(2) securities could have the effect of reducing the Fund's liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
Index Futures Contracts and Options on Index Futures Contracts — The Fund may invest in index futures contracts, including futures contracts on equity indices, for investment purposes, including for short-term cash management purposes. Like other futures contracts, index futures contracts are derivatives. For a further discussion of the risks of derivatives instruments, see "Derivatives."
Index Futures Contracts. An index futures contract is a U.S. futures contract traded on an exchange that has been designated a "contract market" by
the CFTC and must be executed through a futures commission merchant, or brokerage firm, which is a member of the relevant
contract market. Index futures contracts are traded on a number of exchanges and generally are cash settled. At the same time
an index futures contract on an index is purchased or sold, the Fund must allocate cash or securities as a deposit payment
("initial deposit") based on the contract's face value. Daily thereafter, the futures contract is valued and the payment of
"variation margin" may be required.
Options on Index Futures Contracts. The purchase of or selling (writing) of options on an index futures contract is similar in some respects to the purchase
or selling (writing) of options on such an index.
The Fund may write (sell) a call option on an index futures contract. If the futures price at expiration of the option is
below the exercise price, the Fund will retain the full amount of the option premium, which, if used to hedge, provides a
partial hedge against any decline that may have occurred in the value of the Fund's holdings. If, however, the price of the
futures at expiration is above the option exercise price, the Fund generally will be required to make a settlement payment
equivalent to the difference in the strike price of the option and the price of the applicable futures contract at expiration
multiplied by any applicable multiplier. In addition, if the futures contract underlying the option does not have the same
delivery date as the option's expiration date, the Fund will be assigned a short position in the relevant futures contract.
The writing (selling) of a put option on an index futures contract works in a similar manner and may constitute a partial
hedge against increasing prices of the securities underlying the index. If the futures price at expiration of the option is
higher than the exercise price, the option will expire, and the Fund will retain the full amount of the option premium which
could provide a partial hedge against any increase in the price of securities that the Fund intends to purchase. If a put
or call option the Fund has written is exercised, the Fund will incur a loss that will be reduced by the amount of the premium
it receives. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in
the value of its futures positions, the Fund's losses or gains from existing options on futures may to some extent be reduced
or increased by changes in the value of portfolio securities.
The purchase of a put option on a futures contract with respect to an index is similar in some respects to the purchase of
protective put options on the index. For example, the Fund may purchase a put option on an index futures contract to hedge
against the risk of lowering securities values.
The amount of risk the Fund assumes when it purchases an option on a futures contract with respect to an index is the premium
paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of
such an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected
in the value of the option purchased.
Options on Securities Indices. The Fund may purchase and write (sell) put and call options on securities indices. A securities index fluctuates with changes
in the market values of the securities included in the index. Options on securities indices generally are similar to options
on securities except that the delivery requirements are different. Instead of giving the right to take or make delivery of
securities at a specified price, an option on a securities index gives the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a call) or
is less than (in the case of a put) the closing value of the underlying index on the date of exercise, multiplied by (b) a
fixed "index multiplier." The writer of the option is obligated, in return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index options prior to expiration by entering into a closing transaction
on an exchange or the option may expire unexercised.
The Fund may write (sell) call and put options to a limited extent on an index in an attempt to increase income.
11
By writing a call option, the 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 an index above the exercise price. By writing a
put option, the Fund, in exchange for the net premium received, accepts the risk of a decline in the market value of the index
below the exercise price.
The Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise
price and expiration date as the option previously written.
When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section
of the 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, which 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 the Fund enters into a closing purchase transaction, the 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.
The hours of trading for options on an index 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. 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.
Options on securities indices require settlement in cash. Therefore, the sub-advisor may be forced to liquidate portfolio
securities to meet settlement obligations. Because the value of an index option depends upon movements in the level of the
index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the purchase or writing
of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of
certain indices, in an industry or market segment, rather than movements in the price of a particular stock.
Inflation Risk — Inflation risk results from the variation in the value of cash flows from a security due to inflation, as measured in terms of purchasing power. For example, if the Fund purchases a 5-year bond in which it can realize a coupon rate of five percent (5%), but the rate of inflation is six percent (6%), then the purchasing power of the cash flow has declined. Fixed income securities, other than inflation-linked bonds, adjustable bonds and floating rate bonds, generally expose the Fund to inflation risk because the interest rate the issuer promises to make is fixed for the life of the security. To the extent that interest rates reflect the expected inflation rate, floating rate bonds have a lower level of inflation risk.
Initial Public Offerings — The Fund can invest in IPOs. By definition, securities issued in IPOs have not traded publicly until the time of their offerings. Special risks associated with IPOs may include, among others, the fact that there may only be a limited number of shares available for trading. The market for those securities may be unseasoned. The issuer may have a limited operating history. These factors may contribute to price volatility. The limited number of shares available for trading in some IPOs may also make it more difficult for the Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in new industries may be regarded as developmental state companies, without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap companies that are undercapitalized.
Interfund Lending — Pursuant to an order issued by the SEC, the American Beacon Funds may participate in a credit facility whereby each American Beacon Fund, under certain conditions, is permitted to lend money directly to and borrow directly from other American Beacon Funds 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 areas 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 the Fund is insufficient to meet temporary cash requirements. This situation could arise when shareholder redemptions exceed anticipated volumes and the 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 the Fund. When the 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 the Fund's need to borrow from banks, the 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.
Large Capitalization Companies Risk — The securities of large market capitalization companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities and may be unable to attain high growth rates during periods of economic expansion.
Legal and Litigation Risk — In certain frontier and emerging markets, fraud and corruption may be more prevalent than in developed market countries. Securities and issuers that the Fund may invest in are exposed to these risks, which could have a negative impact on a security's value.
It may be difficult for the Fund to obtain or enforce judgments against parties located outside of the U.S. It may be difficult or impossible to obtain or enforce remedies against non-U.S. governments, their agencies, quasi-sovereign entities, other foreign issuers or counterparties.
Market Events — Turbulence in the economic, political and financial system has historically resulted, and may continue to result, in an unusually high degree of volatility in the capital markets. Both domestic and foreign capital markets have experienced increased volatility and turmoil. Issuers that have
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exposure to the real estate, mortgage or credit markets, for example, may be particularly affected, and it is uncertain whether or for how long these conditions could continue.
Reduced liquidity in equity, credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in small or emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their security prices. These events and possible continued market turbulence may have an adverse effect on the Fund.
Micro-Capitalization Companies Risk — Investing in the securities of micro-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since micro-capitalization companies may not have an operating history, product lines, or financial resources. The securities of these companies may lack sufficient market liquidity and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
Mid-Capitalization Companies Risk — Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in more established companies with larger capitalization. Since mid-capitalization companies may have limited operating history, product lines and financial resources, the securities of these companies may lack sufficient market liquidity and can be sensitive to expected changes in interest rates, borrowing costs and earnings.
Other Investment Company Securities and Exchange-Traded Products — The Fund at times may invest in shares of other investment companies and exchange-traded products, including open-end funds, closed-end funds, BDCs, and ETFs. The Fund may invest in investment company securities advised by the Manager or the sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the 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 the Fund's own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
The 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. The Fund would invest in money market funds, rather than purchasing individual short-term investments. If the Fund invests in money market funds, shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which the Fund invests, including such fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
The Fund may purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF's shares may trade at a discount or premium to their NAV per share; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. ETFs have expenses associated with their operation, typically including advisory fees.
BDCs are a specialized form of closed-end fund that invest generally in small developing companies and financially troubled businesses. BDCs invest in private companies and thinly traded securities of public companies, including debt instruments. Generally, little public information exists for private and thinly traded companies and there is a risk that investors may not be able to make fully informed investment decisions. Many debt investments in which a BDC may invest will not be rated by a credit rating agency and will be below investment grade quality. Risks faced by BDCs include: competition for limited BDC investment opportunities; the liquidity of a BDC's private investments; uncertainty as to the value of a BDC's private investments; risks associated with access to capital and leverage; and reliance on the management of a BDC. The Fund's investments in BDCs are similar and include portfolio company risk, leverage risk, market and valuation risk, price volatility risk and liquidity risk.
The 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 the Fund's total assets with respect to any one investment company and (iii) 10% of the Fund's total assets in all investment companies in the aggregate. However, the 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 the Fund, to invest in the ETF or other investment company in excess of the limits described above.
The SEC has proposed revisions to the rules permitting funds to invest in other investment companies. The SEC has also proposed rescinding most prior exemptive orders permitting fund of funds arrangements and certain fund of fund rules and SEC staff guidance. The proposed revisions and the related rescissions could alter the operations of fund of funds by limiting their investments in unaffiliated funds and direct investments and potentially imposing restrictions on their ability to redeem the investment company shares they hold.
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Redemption Risk — The Fund may experience periods of heavy redemptions that could cause the Fund to sell assets at inopportune times or at a loss or depressed value. The sale of assets to meet redemption requests may create capital gains, which could cause the Fund to distribute substantial capital gains. Redemption risk is greater to the extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons, or have unpredictable cash flow needs. Additionally, during periods of heavy redemptions, the Fund may borrow funds from the interfund credit facility, which may increase costs and heighten the Fund's redemption risk. Heavy redemptions, whether by a few large investors or many smaller investors, could hurt the Fund's performance.
Securities Loan Transactions — Securities loan transactions involve the lending of securities to a broker-dealer or institutional investor for its use in connection with short sales, arbitrages or other security transactions. The purpose of a securities loan transaction is to capture any demand premium paid by the borrower and to enable the Fund to continue to have the benefits of owning the securities loaned and at the same time earn fee income or income on the reinvestment of any cash collateral that it receives. Cash collateral received through securities loan transactions may be invested only in those categories of high quality liquid securities previously authorized by the Board. Please see the "Lending of Portfolio Securities" section for additional information.
Securities loans will be made in accordance with the following conditions: (1) the Fund receives collateral 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 in an amount at least equal to the value of the loaned securities; (2) the borrower is required to provide additional collateral if collateral value falls below the required level; (3) the Fund is able to terminate the loan at any time upon one standard settlement period's notice; (4) the Fund receives reasonable interest or other return on the loan or a flat fee from the borrower, as well as amounts approximately equivalent to any dividends, interest or other distributions on the securities loaned, and is entitled to the benefit of any increase in market value of the loaned securities; (5) the Fund may pay reasonable custodian or other fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, but the Fund is entitled to terminate the loan in order to be able to vote the loaned securities.
While there may be delays in recovery of loaned securities or even unindemnified losses should the borrower fail financially or otherwise default, loans will be made only to firms deemed to be acceptable credit risks pursuant to procedures adopted by the Board.
Small Capitalization Companies Risk — Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources. The securities of these companies may lack sufficient market liquidity and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
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. 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 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. U.S. Treasury obligations are subject to credit risk and interest rate risk.
OTHER INVESTMENT STRATEGIES AND RISKS
In addition to the investment strategies and risks described in the Prospectus, the Fund may (except where otherwise indicated):
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. When purchasing securities on a when-issued or forward commitment basis, a segregated amount of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
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.
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 the Fund exceeds 331/3% of its total assets (including the market value of collateral received). For purposes of
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complying with the Fund's investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law.
Enter into repurchase agreements. A repurchase agreement is an agreement under which securities are acquired by the 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 the 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.
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. The 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 the Fund in excess of this level are liquid.
INVESTMENT RESTRICTIONS
Fundamental Policies. The 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, the 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 the Fund's investable assets" means that the only investment securities that will be held by the Fund will be the Fund's interest in the investment company.
The Fund has 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 the Fund.
The following restrictions have been adopted by the Fund and may be changed with respect to the Fund only by the majority vote of the Fund's outstanding interests. "Majority of the outstanding voting securities" under the Investment Company Act and as used herein means, with respect to the 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.
The Fund may not:
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.
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).
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.
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.
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.
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 financial instruments shall not constitute borrowing.
Invest more than 25% of its net 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 or instrumentalities; and (ii) tax-exempt securities issued by municipalities and their agencies and authorities.
The above percentage limits (except the limitation to 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 effected. With respect to the fundamental investment restriction relating to making loans set forth in number 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 the Fund's policy relating to commodities set forth in (2) above, the restriction does not prevent the Fund 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 the 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 Fund's shares with respect to the payment of dividends or the distribution of Fund assets. The Investment Company Act prohibits the Fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that the Fund is 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 the Fund (not including
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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, the 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 the Fund's industry concentration policy set forth in (7) 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 the Fund's assets will be invested in securities issued by any one foreign government or supranational organization. The 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, the Fund will invest in the securities of such a company only if it can do so under its policy of not being concentrated in any particular industry or group of industries.
Non-Fundamental Investment Restrictions. The following non-fundamental investment restrictions apply to the Fund (except where noted otherwise) and may be changed with respect to the Fund by a vote of a majority of the Board. The Fund may not:
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
Purchase securities on margin, except that (1) the Fund may obtain such short-term credits as necessary for the clearance of transactions, and (2) the 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, 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 the Fund's best interest, the 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 the Fund sold and replaced the entire value of its securities holdings during the period. High portfolio turnover can increase the Fund's transaction costs and generate additional capital gains or losses.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Fund publicly discloses portfolio holdings information as follows:
a complete list of holdings for the 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);
a complete list of holdings for the 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);
a complete list of holdings for the Fund as of the end of each month on the Fund's website (www.americanbeaconfunds.com) approximately twenty days after the end of the month; and
ten largest holdings for the Fund as of the end of each calendar quarter on the Fund's website (www.americanbeaconfunds.com) and in sales materials approximately fifteen days after the end of the calendar quarter.
Public disclosure of the 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 the Fund's best interest.
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Disclosure of Nonpublic Holdings.
Occasionally, certain interested parties — including individual investors, institutional investors, intermediaries that distribute shares of the Fund, third-party service providers, rating and ranking organizations, and others — may request portfolio holdings information that has not yet been publicly disclosed by the Fund. The Fund's 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 a Policy and Procedures for Disclosure of Portfolio Holdings Information. 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 the 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 Fund or to assist the Manager and the sub-advisor in managing the Fund ("service providers"). The service providers have a duty to keep the Fund's nonpublic information confidential either through written contractual arrangements with the Fund (or another Fund service provider) or by the nature of their role with respect to the Fund (or the service provider). The Fund has 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 Fund has 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 Fund has ongoing arrangements to provide nonpublic holdings information to the following service providers:
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 Fund's portfolio securities, pricing services, legal counsel, and issuers (or their agents). Broker-dealers utilized by the Fund 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 Fund. If the Fund participates in securities lending activities, potential borrowers of the Fund's securities receive information pertaining to the Fund's securities available for loan. Such information is provided on a current basis with no lag. The Fund utilizes 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 Fund 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 Fund does not have written contractual arrangements with these third parties regarding the confidentiality of the holdings information. However, the Fund would not continue to utilize a third party that the Manager determined to have misused nonpublic holdings information.
The Fund has ongoing arrangements to provide periodic holdings information to certain organizations that publish ratings and/or rankings for the Fund or that redistribute the Fund's holdings to financial intermediaries to facilitate their analysis of the Fund. The Fund has 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 Fund 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 Fund's website.
No compensation or other consideration may be paid to the Fund, the Fund's service providers, or any other party in connection with the disclosure of portfolio holdings information.
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Under the Holdings Policy, disclosure of nonpublic portfolio holdings information to parties other than those discussed above must meet all of the following conditions:
Recipients of portfolio holdings information must agree in writing to keep the information confidential until it has been posted to the Fund's website and not to trade based on the information;
Holdings may only be disclosed as of a month-end date;
No compensation may be paid to the Fund, the Manager or any other party in connection with the disclosure of information about portfolio securities; and
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 Fund, 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 the 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 Fund 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 Fund's SAI.
The Manager and the sub-advisor to the Fund may manage substantially similar portfolios for clients other than the Fund. Those other clients may receive and publicly disclose their portfolio holdings information prior to public disclosure by the Fund. The Holdings Policy is not intended to limit the Manager or the sub-advisor from making such disclosures to their clients.
LENDING OF PORTFOLIO SECURITIES
The 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, the 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. The Fund also has the right to terminate a loan at any time. The Fund does not have the right to vote on securities while they are on loan. However, it is the Fund's policy to attempt to terminate loans in time to vote those proxies that the Fund determines are material to its interests. Loans of portfolio securities may not exceed 33¹/3% of the value of the Fund's total assets (including the value of all assets received as collateral for the loan). The Fund 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, the 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 Fund and State Street, its securities lending agent, State Street indemnifies the Fund for certain losses resulting from a borrower default. However, should the borrower of the securities fail financially, the Fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. In a loan transaction, the Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The 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 Fund intends 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 Fund, which includes the general oversight and review of the Fund's investment activities, in accordance with federal law and the law of the Commonwealth of Massachusetts as well as the stated policies of the Fund. The Board oversees the Trust's officers and service providers, including American Beacon Advisors, Inc., which is responsible for the management of the day-to-day operations of the Fund 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 Chief Compliance Officer. 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 Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. American Beacon, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day risk management for the Fund. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that
18 |
may impact the Fund. 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 Fund.
In general, the 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 Fund. In addition, under the general oversight of the Board, American Beacon, the Fund's investment adviser, and other service providers to the Fund have themselves adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect to different types of risks. Further, American Beacon as manager of the Fund oversees and regularly monitors the investments, operations and compliance of the Fund's investment advisers.
The Board also oversees risk management for the Trust and the Fund 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 Fund's 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 Fund. 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 Fund's CCO, on a periodic or regular basis. At least annually, the Board receives a report from the Fund's CCO regarding the effectiveness of the Fund's 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 Fund's CCO to discuss matters relating to the Fund's compliance program.
Board Structure and Related Matters
Independent Trustees constitute at least three-fourths 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 Fund. 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 the Fund's investment advisory agreement with American Beacon, while specific matters related to oversight of the Fund's 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 Fund's 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 32 series within the American Beacon Funds, 1 series within the American Beacon Institutional Funds Trust, 1 series within the American Beacon Select Funds, 1 series within the American Beacon Sound Point Enhanced Income Fund, 1 series within the American Beacon Apollo Total Return Fund, and the American Beacon Sound Point Alternative Lending Fund, which currently has no series. The same persons who constitute the Board of the Trust also constitute the Board of Trustees of the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, the American Beacon Apollo Total Return Fund, American Beacon Select Funds, and the American Beacon Sound Point Alternative Lending Fund and each Trustee oversees the Trusts' combined 36 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 Emeritus and Retirement Policy 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.*
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Name (Age)* |
Position and Length of Time Served on the American Beacon Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
INTERESTED TRUSTEE |
|
|
|
|
|
Alan D. Feld** (82) |
Trustee since 2019 |
Trustee of American Beacon Funds since 1996
|
Trustee since 2017 |
Trustee since 2018 |
Partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP (law firm) (1960-Present). |
NON-INTERESTED TRUSTEES |
|
|
|
|
|
Gilbert G. Alvarado (49) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Director, Kura MD, Inc. (local telehealth organization) (2015-Present); Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-Present); Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-Present); Director, Innovative North State (2012-2015); Director, Sacramento Regional Technology Alliance (2011-2016); Director, Women’s Empowerment (2009-2014); Director, Valley Healthcare Staffing (2017-Present). |
Joseph B. Armes (57) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Chairman & CEO, CSW Industrials, Inc. (NASDAQ: CSWI) (2015-Present); Chairman of the Board of Capital Southwest Corporation (NASDAQ: CSWC), predecessor to CSW Industrials, Inc. (2014-2017); CEO Capital Southwest Corporation (2013-2015); President & CEO JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer NYSE: RSPP)(2013-2018). |
Gerard J. Arpey (61) |
Trustee since 2019 |
Trustee since 2012 |
Trustee since 2017 |
Trustee since 2018 |
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). |
Brenda A. Cline (58) |
Chair since 2019
Trustee since 2019
|
Chair since 2019
Vice Chair 2018
Trustee since 2004
|
Chair since 2019
Vice Chair 2018
Trustee since 2017
|
Chair since 2019
Vice Chair 2018
Trustee since 2018
|
Chief Financial Officer, Treasurer and Secretary, Kimbell Art Foundation (1993-Present); Director, Tyler Technologies, Inc. (software) (NYSE:TYL) (2014-Present); Director, Range Resources Corporation (oil and natural gas company) (NYSE: RRC) (2015-Present); Trustee, Cushing Closed-End Funds (3) and Open-End Funds (1) and ETFs (4) (2017-Present). |
Eugene J. Duffy (65) |
Trustee since 2019 |
Trustee since 2008 |
Trustee since 2017 |
Trustee since 2018 |
Managing Director, Global Investment Management Distribution, Mesirow Financial (2016-Present); Managing Director, Institutional Services, Intercontinental Real Estate Corporation (2014-Present); Principal and Executive Vice President, Paradigm Asset Management (1994-2014). |
Claudia A. Holz (62) |
Trustee since 2019 |
Trustee since 2018 |
Trustee since 2018 |
Trustee since 2018 |
Partner, KPMG LLP (1990-2017). |
20 |
* The Board has adopted a retirement policy that requires Trustees, other than Mr. Feld, to retire no later than the last day
of the calendar year in which they reach the age of 75. The Board has approved a waiver from the retirement policy with respect
to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the
age of 76.
** Mr. Feld is deemed to be an "interested person" of the Trust, as defined by the Investment Company Act. Mr. Feld's law firm of Akin, Gump, Strauss, Hauer & Feld LLP has provided legal services within the past two fiscal years to one or more sub-advisors to certain funds in the American Beacon Funds Complex.
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.
Alan D. Feld: Mr. Feld has extensive experience as a business attorney, organizational management experience as chairman of a law firm, experience as a director of several publicly held companies, service as a trustee of a private university and a board member of a hospital, 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.
Richard A. Massman: Mr. Massman has extensive experience as a business attorney, organizational management experience as a founding member of a law firm, experience as a senior vice president and general counsel of a large private company, service as the chairman and director of several
21 |
foundations, including services on their Investment Committees and Finance Committees, chairman of a governmental board, chairman of various professional organizations and multiple years of service as a Trustee and as Independent Chair.
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.
R. Gerald Turner: Mr. Turner has extensive organizational management experience as president of a private university, service as a director and member of the audit and governance committees of various publicly held companies, service as a member to several charitable boards, 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 Ms. Holz, and Messrs. Duffy and Alvarado (Chair). Ms. Cline, as Chair of the Board, serves on the Audit Committee in an ex-officio non-voting capacity. None of the members of the committee are "interested persons" of the Trust, as defined by the Investment Company Act. 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 Fund 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 June 30, 2019.
The Trust has a Nominating and Governance Committee ("Nominating Committee") that is comprised of Messrs. Massman (Chair), Feld, and Turner, and Ms. Cline. 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 Bylaws of the Trust. The Nominating and Governance Committee met four (4) times during the fiscal year ended June 30, 2019.
The Trust has an Investment Committee that is comprised of, Ms. McKenna (Chair), Messrs. Armes, Arpey, and Lindgren. 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 Fund; (b) to evaluate recommendations by the Manager regarding the hiring or removal of designated sub-advisors to the Fund; (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 Fund; 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 June 30, 2019.
Trustee Ownership in the Fund
The following table shows the amount of equity securities owned in the American Beacon Funds Complex by the Trustees as of the calendar year ended December 31, 2018.
|
INTERESTED TRUSTEE |
|
Feld |
American Beacon ARK Transformational Innovation Fund |
None |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
Over $100,000 |
|
NON-INTERESTED TRUSTEES |
|||||||||
|
Alvarado |
Armes |
Arpey |
Cline |
Duffy |
Holz |
Lindgren |
Massman |
McKenna |
Turner |
American Beacon ARK Transformational Innovation Fund |
None |
None |
None |
None |
None |
None |
None |
$50,001-$100,000 |
None |
$50,001-$100,000 |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
$10,001-$50,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
None |
None |
Over $100,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
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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 $120,000; (2) meeting attendance fee (for attendance in person or via teleconference) of (a) $10,000 for attendance by Board members for each regularly scheduled Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and (c) $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee; and (3) reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time.
Since January 1, 2019, 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 only a single $2,500 fee each quarter for her attendance at those 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.
1 Messrs. Feld and Massman are each expected to retire as a Trustee of the Trust effective as of the close of business on December 31, 2019.
2 Upon retirement from the Board, each of these Trustees is eligible for flight benefits afforded to Trustees who served on the Boards as of June 4, 2008 as described below.
The Boards adopted a Trustee Retirement Policy and Trustee Emeritus and 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"). The Eligible Trustees are Messrs. Feld, Massman and Turner and Ms. Cline. The mandatory retirement age does not apply to Mr. Feld, and the Board has approved a waiver from the retirement policy with respect to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the age of 76. Additionally, 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.
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 commit to provide certain ongoing services and advice to the Board members and the Trusts; however, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Fund. Currently, there are no Trustees with Trustee Emeritus status.
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, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund.
23 |
Name (Age) |
Position and Length of Time Served on the American Beacon Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
OFFICERS |
|
|
|
|
|
Gene L. Needles, Jr. (64) |
President since 2019 |
President since 2009 |
President since 2017 |
President since 2018 |
President (2009-2018), CEO and Director (2009-Present), and Chairman (2018-Present), American Beacon Advisors, Inc.; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Investment Holdings, LLC; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present),Resolute Topco, Inc.; President (2015-2018); Director, and CEO (2015-Present), and Chairman (2018-Present), Resolute Acquisition, Inc.; President (2015-2018), Director and CEO (2015-Present), Chairman (2018-Present), Resolute Investment Managers, Inc.; Director, Chairman, President and CEO, Resolute Investment Distributors (2017-Present); Director, Chairman, President and CEO; Resolute Investment Services, Inc. (2017-Present); President and CEO, Lighthouse Holdings Parent, Inc. (2009-2015); President, CEO and Director, Lighthouse Holdings, Inc. (2009-2015); Manager, President and CEO, American Private Equity Management, LLC (2012-Present); Director, Chairman, President and CEO, Alpha Quant Advisors, LLC (2016-Present); Director, ARK Investment Management LLC (2016-Present); Director, Shapiro Capital Management LLC (2017-Present); Director, Chairman and CEO, Continuous Capital, LLC (2018-Present); President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Director and President, American Beacon Cayman Transformational Innovation Company, LTD., (2017-2018); President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); President American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Member, Investment Advisory Committee, Employees Retirement System of Texas (2017-Present); Trustee, American Beacon NextShares Trust (2015-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present); Director, Green Harvest Asset Management (2019-Present). |
24 |
Jeffrey K. Ringdahl (44) |
Vice President since 2019 |
Vice President since 2010 |
Vice President since 2017 |
Vice President since 2018 |
Director (2015-Present), President (2018-Present), Chief Operating Officer (2010-Present), Senior Vice President (2013-2018), Vice President (2010-2013), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice Present (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 & COO (2018-Present), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President (2017-Present), Resolute Investment Distributors, Inc.; Director (2017-Present), President & COO (2018-Present), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; Senior Vice President (2017-Present), Vice President (2012-2017), Manager (2015-2018), American Private Equity Management, LLC; Senior Vice President, Lighthouse Holdings Parent, Inc. (2013-2015); Senior Vice President, Lighthouse Holdings, Inc. (2013-2015); Trustee, American Beacon NextShares Trust (2015-Present); Director, Executive Vice President & COO, Alpha Quant Advisors, LLC (2016-Present); Director, Shapiro Capital Management, LLC (2017-Present); Director, Executive Vice President & COO, Continuous Capital, LLC (2018-Present); Director and Vice President, American Beacon Cayman Transformational Innovation Company, Ltd., (2017-Present); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Vice President, American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present). |
25 |
26 |
Melinda G. Heika (58) |
Treasurer and Chief Accounting Officer since 2019 |
Treasurer and Chief Accounting Officer since 2010 |
Treasurer and Chief Accounting Officer since 2017 |
Treasurer and Chief Accounting Officer since 2018 |
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); Treasurer and CFO, Resolute Investment Managers, Inc. (2017-Present); Treasurer, Resolute Investment Distributors, Inc. (2017-2017); Treasurer and CFO, Resolute Investment Services, Inc. (2015-Present); Treasurer, Lighthouse Holdings Parent Inc., (2010-2015); Treasurer, Lighthouse Holdings, Inc. (2010-2015); Treasurer, American Private Equity Management, LLC (2012-Present); Treasurer and CFO, Alpha Quant Advisors, LLC (2016-Present); Treasurer and CFO, Continuous Capital, LLC (2018-Present); Treasurer, American Beacon Cayman Transformational Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Treasurer, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present). |
Sonia L. Bates (62) |
Assistant Treasurer since 2019 |
Assistant Treasurer since 2011 |
Assistant Treasurer since 2017 |
Assistant Treasurer since 2018 |
Assistant Treasurer, American Beacon Advisors, Inc. (2011-2018); Assistant Treasurer, Lighthouse Holdings Parent Inc. (2011-2015); Assistant Treasurer, Lighthouse Holdings, Inc. (2011-2015); Assistant Treasurer, American Private Equity Management, LLC (2012-Present); Assistant Treasurer, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-Present); Assistant Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present). |
Christina E. Sears (48) |
Chief Compliance Officer and Assistant Secretary since 2019 |
Chief Compliance Officer since 2004 and Assistant Secretary since 1999 |
Chief Compliance Officer and Assistant Secretary since 2017 |
Chief Compliance Officer and Assistant Secretary since 2018 |
Chief Compliance Officer (2004-Present) and Vice President (2019-Present), American Beacon Advisors, Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Distributors (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-Present); Chief Compliance Officer, RSW Investments Holdings, LLC (2019-Present); Chief Compliance Officer (2016-2019) and Vice President (2016-Present), Alpha Quant Advisors, LLC; Chief Compliance Officer (2018-2019) and Vice President (2018-Present), Continuous Capital, LLC. |
Shelley D. Abrahams (44) |
Assistant Secretary since 2019 |
Assistant Secretary since 2008 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Select Funds (2008-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present). |
Rebecca L. Harris (52) |
Assistant Secretary since 2019 |
Assistant Secretary since 2010 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services (2015-Present); Vice President, Alpha Quant Advisors, LLC (2016-Present); Vice President, Continuous Capital, LLC (2018-Present). |
Teresa A. Oxford (61) |
Assistant Secretary since 2019 |
Assistant Secretary since 2015 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-Present); Assistant Secretary, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-Present). |
27 |
CODE OF ETHICS
The Manager, the Trust, the Distributor (as defined below), 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
From time to time, the Fund may own a security whose issuer solicits a proxy vote on certain matters. The Board seeks to ensure that proxies are voted in the best interests of the Fund's shareholders and has delegated proxy voting authority to the Manager. The Manager in turn has delegated proxy voting authority to the sub-advisor with respect to the Fund's assets under the sub-advisor's management. The Trust has adopted a Proxy Voting Policy and Procedures that governs proxy voting by the Manager and sub-advisor, including procedures to address potential conflicts of interest between the Fund's shareholders and the Manager, the sub-advisor or their affiliates. The Board has approved the Manager's proxy voting policies and procedures with respect to Fund assets under the Manager's management. Please see Appendix A for a copy of the Proxy Policy. The sub-advisor's proxy voting policy and procedures are summarized (or included in their entirety) in Appendix B. The Fund's 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 the 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 the Fund. The actions of an entity or person that controls the Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over the Fund or large redemptions by a control person could cause the Fund's other shareholders to pay a higher pro rata portion of the Fund's expenses.
Set forth below are entities or persons that own 5% or more of the outstanding shares of a Class of the Fund as of September 30, 2019. The Trustees and officers of the Trusts, as a group, own 3.10% of the Institutional Class shares, and 1.14% of the Investor Class shares of the Fund's shares outstanding. The Trustees and officers of the Trusts, as a group own less than 1% of all other classes of the Fund's shares outstanding.
28 |
Shareholder Address |
Fund Percentage(listed if over 25%) |
A CLASS |
C CLASS |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
|
8.96% |
|
48.03% |
30.39% |
|
SPECIAL CUST A/C |
|
|
|
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMERS |
|
|
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
|
|
211 MAIN ST |
|
|
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
|
|
CHARLES SCHWAB & CO INC* |
|
|
|
22.26% |
15.10% |
20.51% |
SPECIAL CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
|
|
211 MAIN STREET |
|
|
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
|
|
CHARLES SCHWAB & CO INC* |
|
79.58% |
71.03% |
|
|
|
SPECIAL CUSTODY A/C FBO CUSTOMERS |
|
|
|
|
|
|
ATTN: MUTUAL FUNDS |
|
|
|
|
|
|
211 MAIN STREET |
|
|
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
|
|
LPL FINANCIAL* |
|
|
8.51% |
|
|
12.75% |
FBO CUSTOMER ACCOUNTS |
|
|
|
|
|
|
ATTN MUTUAL FUND OPERATIONS |
|
|
|
|
|
|
4707 EXECUTIVE DR |
|
|
|
|
|
|
SAN DIEGO CA 92121-3091 |
|
|
|
|
|
|
NATIONAL FINANCIAL SERVICES LLC* |
|
|
|
|
13.32% |
21.19% |
FOR EXCLUSIVE BENEFIT OF |
|
|
|
|
|
|
OUR CUSTOMERS |
|
|
|
|
|
|
ATTN MUTUAL FUNDS DEPT 4TH FLOOR |
|
|
|
|
|
|
499 WASHINGTON BLVD |
|
|
|
|
|
|
JERSEY CITY NJ 07310-1995 |
|
|
|
|
|
|
PERSHING LLC* |
|
|
19.51% |
|
22.90% |
24.22% |
1 PERSHING PLZ |
|
|
|
|
|
|
JERSEY CITY NJ 07399-0001 |
|
|
|
|
|
|
TD AMERITRADE INC FBO* |
|
|
|
|
10.81% |
|
OUR CLIENTS |
|
|
|
|
|
|
PO BOX 2226 |
|
|
|
|
|
|
OMAHA NE 68103-2226 |
|
|
|
|
|
|
UBS WM USA* |
|
|
|
|
|
16.12% |
OMNI ACCOUNT M/F |
|
|
|
|
|
|
SPEC CDY A/C EBOC UBSFSI |
|
|
|
|
|
|
1000 HARBOR BLVD |
|
|
|
|
|
|
WEEHAWKEN NJ 07086-6761 |
|
|
|
|
|
|
VANGUARD BROKERAGE SERVICES |
|
|
|
23.80% |
|
|
PO BOX 1170 |
|
|
|
|
|
|
VALLEY FORGE PA 19482-1170 |
|
|
|
|
|
|
* Denotes record owner of Fund shares only
29 |
INVESTMENT SUB-ADVISORY AGREEMENT
The Fund's 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 Fund.
The Trust, on behalf of the Fund, and the Manager have entered into an Investment Advisory Agreement with ARK pursuant to which the Fund has agreed to pay ARK an annualized subadvisory fee that is calculated and accrued daily equal to 0.55% on the first $5 billion, 0.525% on the next $5 billion, 0.50% on the next $10 billion and 0.475% thereafter of the Fund's average daily net assets.
The 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 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 Agreement(s) 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 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.
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.
The Manager is paid a management fee as compensation for providing the Fund with management and administrative services. The expenses are allocated daily to each class of shares of the Fund based upon the relative proportion of net assets represented by such class. The Management Agreement provides for the Manager to receive an annualized management fee based on a percentage of the 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;
30 |
supervising the provision of services to the Trust by third parties; and
administering the Fund's 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 the Fund's assets that the sub-advisor determines to be allocated to short-term investments.
The 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 the 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 the 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 the sub-advisor to the investment style of the Fund; fees paid for brokerage commission analysis for the purpose of monitoring best execution practices of the sub-advisor; 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 the Fund in order to maintain competitive expense ratios for the Fund. The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the 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 the 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.
The Manager and the Trust, on behalf of the Fund, has entered into an Investment Advisory Agreement with the sub-advisor pursuant to which the Fund has agreed to pay the sub-advisor the amounts due under the Investment Advisory Agreement directly.
The following tables show the total management fees paid to the Manager for management and administrative services fees paid to the Manager, fees waived or recouped by the Manager, the investment advisory fees paid to the sub-advisor based on the Fund's average daily net assets from the Fund's commencement of operations, January 27, 2017 through June 30, 2017 and for the fiscal years ended June 30, 2018, and June 30, 2019, and fees waived or recouped by the sub-advisor, if applicable. The fees paid to the Manager were equal to 0.35% of the Fund's average daily net assets. In the table below, the fees paid to the sub-advisor are expressed both as a dollar amount and percentage of the Fund's average daily net assets.
Management Fees Paid to American Beacon Advisors, Inc. (Gross) |
|
|
|
|
|
|
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
|
|
$5,181 |
$48,236 |
$117,646 |
Sub-advisor Fees (Gross) |
|
|
|
|
|
|
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
|
|
$8,141 |
$70,651 |
$178,698 |
|
|
0.55% |
0.55% |
0.55% |
Management Fees (Waived)/Recouped |
|
|
|
|
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
|
$(5,181) |
$(48,236) |
$(117,646) |
Sub-Advisor Fees (Waived)/Recouped |
|
|
|
|
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
|
$(8,141) |
$(70,651) |
$(136,068) |
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 Fund 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 the Fund through broker-dealers and other financial intermediaries who require compensation for their
31 |
expenses in order to offer shares of the Fund. Distribution fees pursuant to Rule 12b-1 under the Investment Company Act for the fiscal year ended June 30, 2019 were:
Distribution Fees |
|
|
2019 |
A Class* |
$2,401 |
C Class* |
$5,078 |
* A Class and C Class shares of the Fund were not offered for sale prior to January 2, 2019.
Certain sub-advisors of the Fund or other series of the American Beacon Funds contribute to the Manager to support the Fund's 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, the Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional 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, Institutional 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 the Fund's "Other Expenses" in the Table of Fees and Expenses in the Prospectus, will be payable monthly in arrears. The primary expenses expected to be incurred under the Service Plans are shareholder servicing, record keeping fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.
Service fees paid by the Fund's A Class, C Class, and Investor Class shares pursuant to the Plan from the Fund's commencement of operations, January 27, 2017, through the fiscal year ended June 30, 2017, and for the fiscal years ended June 30, 2018, and June 30, 2019 are set forth below:
Service Fees |
|
|
|
|
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
A Class1 |
N/A |
N/A |
$0 |
C Class1 |
N/A |
N/A |
$0 |
Investor Class |
$280 |
$7,138 |
$24,130 |
1 A Class and C Class shares of the Fund were not offered for sale prior to January 2, 2019.
Securities Lending Fees
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays 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.
Fees received by the Manager from securities lending for January 27, 2017 to the fiscal year ended June 30, 2017, the fiscal year ended June 30, 2018, and the most recent fiscal year ended June 30, 2019 were approximately as follows:
Fund |
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
ARK Transformational Innovation |
None |
$4,131 |
$3,854 |
State Street Bank and Trust Company serves as securities lending agent for the Fund and, in that role, administers the Fund's securities lending program pursuant to the terms of a securities lending agency agreement entered into between the Fund and State Street ("Securities Lending Agreement").
As securities lending agent, State Street is responsible for the implementation and administration of the Fund's securities lending program. State Street's responsibilities include: (1) lending available securities to approved borrowers; (2) continually monitoring the creditworthiness of approved borrowers and potential borrowers for the purpose of recommending changes to borrowers; (3) determining whether a loan shall be made and negotiating the terms and conditions of the loan with the borrower, provided that such terms and conditions are consistent with the terms and conditions of the Securities Lending Agreement; (4) receiving and holding, on the Fund's behalf, or transferring to a fund account, upon instruction by the Fund, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities; (5) marking loaned securities and collateral to their market value each business day; (6) obtaining additional collateral, as needed, to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement; (7) returning the collateral to the borrower, at the termination of the loan, upon the return of the loaned securities; (8) investing cash collateral in permitted investments, including the American Beacon
32 |
U.S. Government Money Market Select Fund; and (9) establishing and maintaining records related to the Fund's securities lending activities. Additionally, State Street has indemnified the Fund for borrower default as it relates to the securities lending program administered by State Street.
State Street is compensated for the above-described services from its securities lending revenue split, as provided in the Securities Lending Agreement. The table below shows the income the Fund earned and the fees and compensation it paid to service providers (including fees paid to State Street as securities lending agent and the Manager for administrative and oversight functions) in connection with its securities lending activities during its most recent fiscal year.
|
ARK Transformational Innovation Fund |
Gross income earned by the fund from securities lending activities |
$81,322 |
Fees and/or compensation paid by the fund for securities lending activities and related services: |
|
Fees paid to securities lending agent from a revenue split |
$3,854 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split |
$2,982 |
Administrative fees not included in revenue split |
- |
Indemnification fee not included in revenue split |
- |
Rebate (paid to borrower) |
$39,816 |
Other fees not included in revenue split (administrative and oversight functions provided by the Manager) |
$3,854 |
Aggregate fees/compensation paid by the fund for securities lending activities |
$50,505 |
Net income from securities lending activities |
$30,818 |
The SEC has granted exemptive relief that permits the 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 Fund's distributor and principal underwriter of the Fund's 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 Fund. The Distributor continually distributes shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Fund's 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 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.
Prior to March 1, 2018, Foreside Fund Services, LLC ("Foreside"), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, served as the distributor and principal underwriter of the Fund's shares. Pursuant to a Sub-Administration Agreement between Foreside and the Manager in effect through February 28, 2018, Foreside received a fee from the Manager for providing administrative services in connection with the marketing and distribution of shares of the Trust, including the registration of Manager employees as registered representatives of Foreside to facilitate distribution of Fund shares. Foreside also received a fee from the Manager under a Marketing Agreement pursuant to which Foreside provided services in connection with the marketing of the Fund to institutional investors.
There were no aggregate commissions paid to, or retained by, Foreside from the sale of shares and the contingent deferred sales charge ("CDSC") on the redemption of shares from the Fund's commencement of operations, January 27, 2017, through June 30, 2017 and during the fiscal year ended June 30, 2018.
The following table lists the underwriting fees and other compensation paid to RID from March 1, 2018 through June 30, 2018 and for the fiscal year June 30, 2019:
Fund |
Fiscal Year |
Aggregate Commissions |
Amount Retained by Distributor |
ARK Transformational Innovation Fund
|
2019 |
$146,147 |
$21,086 |
|
2018 |
$0 |
$0 |
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 the Fund.
OTHER SERVICE PROVIDERS
State Street, located at One Lincoln Street, Boston, Massachusetts 02111, serves as custodian for the Fund. In addition to its other duties as custodian, pursuant to an Administrative Services Agreement and instructions given by the Manager, State Street may receive compensation from the Fund for investing certain excess cash balances in designated futures or forwards. State Street also serves as the Fund's Foreign Custody Manager pursuant to
33 |
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 the Fund with certain financial reporting and tax services.
DST Asset Manager Solutions, 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 Fund's 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 Fund.
PORTFOLIO MANAGER
The portfolio manager to the Fund (the "Portfolio Manager") has responsibility for the day-to-day management of accounts other than the Fund. Information regarding these other accounts has been provided by the Portfolio Manager's firm and is set forth below. The number of accounts and assets is shown as of June 30, 2019.
|
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 |
ARK Investment Management LLC ("ARK")
|
|
|
|
|
|
|
Catherine D. Wood |
8($2.94 bil) |
6($4.67 bil) |
652($761.51 mil) |
N/A |
N/A |
N/A |
Conflicts of Interest
The Portfolio Manager may manage accounts other than the Fund. This side-by-side management may present potential conflicts between a Portfolio Manager's management of the Fund's 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 the Fund and other accounts. The information regarding potential conflicts of interest was provided by the sub-advisor as of June 30, 2019.
As noted in the table above, the Portfolio Manager manages accounts other than the Fund. Accordingly, the sub-advisor has a fiduciary duty to act in the best of interest of its clients, to treat all clients equitably, and to disclose all material facts, including potential conflicts of interest. Potential conflicts of interest may arise from time to time between a portfolio manager's management of the investments of the Fund, on the one hand, and the management of other accounts, on the other ("side-by-side management"). Since the sub-advisor manages accounts other than the Fund, its duty of loyalty to one client may conflict with its duty of loyalty to another client, particularly with respect to allocating trades. Other accounts managed by the sub-advisor's Portfolio Manager might have similar investment objectives or strategies as the Fund or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies as the Fund. Based on this relationship, the potential conflicts of interest that may arise from the sub-advisor's side-by-side management of the Fund and other accounts include: limitation of trading based on the sub-advisor's knowledge of Fund and/or other account trading; inability to take advantage of certain investment opportunities; possibility of contrary positions amongst the Fund and other accounts; issues related to aggregation and allocation of trades; and potential exposure to soft dollars.
To address and mitigate the potential conflicts of interest referenced above, the sub-advisor has adopted and implemented written policies and procedures to provide for fair and equitable treatment of all its clients. These policies and procedures include: aggregation and allocation of trades; side-by-side management; soft dollars; and portfolio management/trading. Also, the sub-advisor has adopted and implemented a Code of Ethics that prohibits sub-advisor employees and "access persons" (as defined by the Investment Advisers Act of 1940) from engaging in prohibited personal securities transactions and fraudulent behavior such as insider-trading. According to its policies and procedures, the sub-advisor, among other things, must:
1. Treat each client fairly as to the securities purchased or sold for its account.
2. Treat each client fairly with respect to priority of execution of orders.
3. Treat each client fairly in the aggregation and allocation of investment opportunities.
4. Review and affirm that all client trading is in compliance with each client's investment objective.
5. Fully disclose the nature and extent of the conflict prior to the transaction, including any direct or indirect compensation
the Sub-Advisor receives in connection with the transaction.
6. Have a reasonable belief that the investment is in the client's best interest; and
7. Ensure compliance with any relevant procedures set forth in the Sub-Advisor's Code of Ethics.
Finally, the sub-advisor has a designated Chief Compliance Officer who is responsible for administering the sub-advisor's policies and procedures, which includes regular reviews of and reports on the adequacy of the sub-advisor's compliance program to senior management and the Fund's Board of Trustees.
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 June 30, 2019.
34 |
In order to attract and retain high quality talent, ARK's team has a multi-structured compensation structure. This includes salary, potential annual bonuses that reward those team members who significantly contribute to ARK's success and the maintenance and advancement of ARK's culture and values. In addition, all ARK employees have a small equity interest in the firm and are entitled to standard employee benefits. The Portfolio Manager currently receives a salary and other standard employee benefits. The Portfolio Manager is a significant equity holder of ARK and is also compensated from her equity ownership interest in ARK. The Portfolio Manager may also receive a discretionary bonus depending on the quality of the advisory services and performance of ARK.
Ownership of the Fund
A Portfolio Manager's beneficial ownership of the 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 table below sets forth each Portfolio Manager's beneficial ownership of the Fund as of June 30, 2019 as provided by the Fund's sub-advisor.
Name of Investment Advisor and Portfolio Manager |
ARK Transformational Innovation Fund |
Catherine D. Wood |
None |
PORTFOLIO SECURITIES TRANSACTIONS
In selecting brokers or dealers to execute particular transactions, the Manager and the sub-advisor are authorized to 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 the Fund's NAV), and other information provided to the 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 are also authorized to cause the 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 brokerage and research services provided, viewed in terms of that particular transaction or 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) 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, 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 Fund's investment objectives 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, the sub-advisor of the 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. The Fund's turnover rate, or the frequency of portfolio transactions, will vary from year to year depending on market conditions and the Fund's cash flows. High portfolio turnover increases the 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 the 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.
The 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 the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the 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 June 30, 2019, the Fund did not receive any compensation as a result of participation in the commission recapture program.
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Affiliated Brokerage Commissions
From the Fund's commencement of operations on January 27, 2017 through the fiscal years ended June 30, 2017, June 30, 2018, and June 30, 2019, no brokerage commissions were paid to affiliated brokers by the Fund.
Brokerage Commissions
From January 27, 2017 through June 30, 2017 and during the fiscal years ended June 30, 2018 and June 30, 2019, the following brokerage commissions were paid by the Fund. Fluctuations in brokerage commissions from year to year were primarily due to increases or decreases in Fund assets resulting in increased trading. Shareholders of the Fund bear only their pro-rata portion of such expenses.
American Beacon Fund |
January 27, 2017 to June 30, 2017 |
2018 |
2019 |
ARK Transformational Innovation Fund |
$4,535 |
$27,120 |
$38,170 |
Soft Dollars
The table below reflects the amount of transactions the Fund directed to brokers in part because of research services provided and the amount paid in commissions on such transactions for the fiscal year ended June 30, 2019.
American Beacon Fund |
Amounts Directed |
Amounts Paid in Commissions |
ARK Transformational Innovation |
$61,560,527 |
$26,259 |
Securities Issued by Top 10 Brokers
For the fiscal year ended June 30, 2019, the Fund did not hold securities issued by a broker-dealer (or by its parent) that were one of the top ten brokers or dealers through which the 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.
Letter of Intent. 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 Fund 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 Fund's 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;
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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 the Fund may be sold at NAV (without the imposition of a front-end sales charge) to:
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;
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;
companies exchanging securities with the Fund through a merger, acquisition or exchange offer;
insurance company separate accounts;
accounts managed by the Manager, a sub-advisor to the Fund and its affiliated companies;
the Manager or a sub-advisor to the Fund and its affiliated companies;
an individual or entity with a substantial business relationship with, which may include the officers and employees of the Fund's custodian or transfer agent, the Manager or a sub-advisor to the Fund and its affiliated companies, or an individual or entity related or relating to such individual or entity;
full-time employees of banks that have sales agreements with the Distributor, who are solely dedicated to directly supporting the sale of mutual funds;
directors, officers and employees of financial institutions that have a selling group agreement with the Distributor;
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 the Fund supermarket or in a wrap program, asset allocation program or other program in which the clients pay an asset-based fee;
clients of authorized dealers purchasing shares in fixed or flat fee brokerage accounts;
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 the Fund in the American Beacon Funds fund family; and
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 directly through American Beacon Funds in order to take advantage of the waiver. The Fund 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;
death distributions paid to a beneficiary's account that are used by the beneficiary to purchase Fund shares in a different account; and
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 directly through American Beacon Funds in order to take advantage of this privilege. Please contact your financial intermediary for additional information.
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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 the 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 the 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 the 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 after age 701/2.
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 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 the Fund intends to redeem shares in cash, the 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 Fund's net asset value of the Fund during any 90-day period. Redemption in kind is not as liquid as a cash redemption. In addition, to the extent the 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 the Fund will continue to qualify each taxable year as a 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 Fund and its 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 Fund 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 Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
Taxation of the Fund
The 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, the 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, or other income, including gains from options, futures or forward contracts, derived with
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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 Other 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, the 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 the 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 the Fund's income and performance. Furthermore, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before re-qualifying for RIC treatment. It is possible that the Fund will not qualify as a RIC in any given taxable year.
The 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 October 31 of that year, plus certain other amounts. The 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 the Fund may realize in connection therewith. In general, the Fund's (1) gains from the disposition of foreign currencies and (2) Qualifying Other Income will be treated as qualifying income under the Gross Income Requirement.
Dividends and interest the 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 the 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 the Fund invests may be subject to Internal Revenue Code section 1256 (collectively, "Section 1256 contracts"). Any Section 1256 contract the 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 the 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 the 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-
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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 the 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 the 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 the Fund's section 988 losses exceed its other investment company taxable income for a taxable year, the 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 the 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 the 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) the 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 the Fund expires, the Fund will realize a short-term capital gain equal to the amount of the premium it received for writing the option. When the 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 the 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 the 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, the 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 the 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 the 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 the Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the 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 the Fund's taxable income or net realized gains and distributions. If the Internal Revenue Service ("IRS") were to assert successfully that income the Fund derives from those investments does not constitute Qualifying Other Income, the Fund might cease to qualify as a RIC (with the consequences described above under "Taxation of the Fund") or might be required to reduce its exposure to such investments.
The Fund must include in its gross income each taxable year securities it receives as interest on pay-in-kind securities. Because the Fund annually must distribute substantially all of its investment company taxable income, including any non-cash income (such as that interest), to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, it may be required in a particular taxable year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions will be made from the Fund's cash assets or from the proceeds of sales of its portfolio securities, if necessary. The Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
Taxation of the Fund's Shareholders
General - Dividends and other distributions the 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.
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If more than 50% of the value of the 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 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 the 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 the Fund who, for a taxable year, has 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 the 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 the 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 Fund's default method) must elect to do so in writing, which may be electronic. The basis determination method the 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, the 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 - The 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 the 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 the Fund pays to a shareholder who is a non-resident 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 the 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 the 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 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
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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 the 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 the 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 the 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 the 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 the Fund based on their particular circumstances. The Fund does not expect 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 the 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 (for example, 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 Institutional Class with an initial investment of less than $250,000: (i) employees of the Manager, or its parent company, Resolute Investment Managers, Inc., (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 Institutional Class upon termination of the class of shares in which the shareholders were originally invested is also eligible for purchasing shares of the Institutional 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 Institutional 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 Fund through their broker-dealers or other financial intermediaries.
FINANCIAL STATEMENTS
The Fund's independent registered public accounting firm, PricewaterhouseCoopers LLP audits and reports on the Fund's 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. The audited financial statements are incorporated by reference to the American Beacon Funds' Annual Report to Shareholders of the Fund for the fiscal year ended June 30, 2019.
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APPENDIX A
AMERICAN BEACON ADVISORS, INC.
SUMMARY OF PROXY VOTING POLICY AND PROCEDURES
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to secure the best long-term interests of the advisory clients of American Beacon Advisors, Inc. ("AmBeacon"). AmBeacon's proxy voting policies and procedures are designed to implement AmBeacon's duty to vote proxies in clients' best interests. Given that AmBeacon manages portfolios that invest solely in fixed-income securities, the only securities for which we expect to receive proxies are money market mutual funds. As such, the proxy voting policies and procedures set forth voting guidelines for the proxy issues and proposals common to money market funds.
For routine proposals that will not change the structure, bylaws or operations of the money market fund, AmBeacon's policy is to support management; however, each proposal will be considered individually focusing on the financial interests of the client portfolio. Non-routine proposals, such as board elections, advisory contract and distribution plan approvals, investment objective changes, and mergers, will generally be reviewed on a case-by-case basis with AmBeacon first and foremost considering the effect of the proposal on the portfolio.
Items to be evaluated on a case-by-case basis and proposals not contemplated in the policies set forth above will be assessed by AmBeacon. In these situations, AmBeacon will use its judgment to vote in the best interest of the client portfolio. For all proposals, especially controversial or case-by-case evaluations, AmBeacon will be responsible for individually identifying significant issues that could impact the investment performance of the portfolio.
AmBeacon manages portfolios for the American Beacon Funds, the American Beacon Select Funds, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). AmBeacon may invest a Fund in shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund solicits a proxy for which another Fund is entitled to vote, AmBeacon's interests as manager of the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, AmBeacon will vote the Fund's shares in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
AMERICAN BEACON FUNDS
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON INSTITUTIONAL FUNDS TRUST
AMERICAN BEACON SOUND POINT ENHANCED INCOME FUND
AMERICAN BEACON APOLLO TOTAL RETURN FUND
PROXY VOTING POLICY AND PROCEDURES
Last Amended February 28, 2018
Preface
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion to secure the best long-term interests of shareholders of the American Beacon Funds ("Beacon Funds"), the American Beacon Select Funds ("Select Funds"), the American Beacon Institutional Funds Trust ("Institutional Funds"), the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). Therefore, this Proxy Voting Policy and Procedures (the "Policy") have been adopted by the Funds.
The Funds are managed by American Beacon Advisors, Inc. (the "Manager"). The Manager may allocate discrete portions of the Funds among sub-advisors, and the Manager may directly manage all or a portion of the assets of certain Funds. The Funds' respective Boards of Trustees have delegated proxy voting authority to the Manager. The Manager has in turn delegated proxy voting authority to each sub-advisor with respect to the sub-advisor's respective portion of the Fund(s) under management, but the Manager has retained the authority to override a proposed proxy voting decision by a sub-advisor. For the securities held in their respective portion of each Fund, the Manager and the sub-advisors make voting decisions pursuant to their own proxy voting policies and procedures, which have been adopted by the applicable Fund and approved by the applicable Fund's Board of Trustees.
Conflicts of Interest
The Board of Trustees seeks to ensure that proxies are voted in the best interests of Fund shareholders. For certain proxy proposals, the interests of the Manager, the sub-advisors and/or their affiliates may differ from Fund shareholders' interests. To avoid the appearance of impropriety and to fulfill their fiduciary responsibility to shareholders in these circumstances, the Manager and the sub-advisors are required to establish procedures that are reasonably designed to address material conflicts between their interests and those of the Funds.
When a sub-advisor deems that it is conflicted with respect to a voting matter, its policy may call for it to seek voting instructions from the client. The Manager is authorized by the Boards of Trustees to consider any such matters and provide voting instructions to the sub-advisor, unless the Manager has determined that its interests are conflicted with Fund shareholders with respect to the voting matter. In those instances, the Manager will instruct the sub-advisor to vote in accordance with the recommendation of a third-party proxy voting advisory service.
Each Fund can invest in the shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund issues a proxy for which another Fund is entitled to vote, the Manager's interests regarding the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, the Manager will vote in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
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If the methods for addressing conflicts of interest, as described above, are deemed by the Manager to be unreasonable due to cost, timing or other factors, then the Manager may decline to vote in those instances.
Securities on Loan
With respect to the Funds that engage in securities lending, the Manager shall engage a proxy voting service to notify the Manager before the record date about the occurrence of future shareholder meetings, as feasible. The Manager will determine whether or not to recall shares of the applicable security that are on loan with the intent of the Manager or the sub-advisor, as applicable, voting such shares. The Manager's determination shall be based on factors which may include the nature of the meeting (i.e., annual or special), the percentage of the proxy issuer's outstanding securities on loan, any other information regarding the proxy proposals of which the Manager may be aware, and the loss of securities lending income to a Fund as a result of recalling the shares on loan.
Recordkeeping
The Manager and the sub-advisors shall maintain records of all votes cast on behalf of the Funds. Such documentation will include the firm's proxy voting policies and procedures, company reports provided by proxy voting advisory services, additional information gathered by the Manager or sub-advisor that was material to reaching a voting decision, and communications to the Manager regarding any identified conflicts. The Manager and the sub-advisors shall maintain voting records in a manner to facilitate the Funds' production of the Form N-PX filing on an annual basis.
Disclosure
The Manager will coordinate the compilation of the Funds' proxy voting record for each year ended June 30 and file the required information with the SEC via Form N-PX by August 31. The Manager will include a summary of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, in each Fund's Statement of Additional Information ("SAI"). In each Fund's annual and semi-annual reports to shareholders, the Manager will disclose that a description of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, is a) available upon request, without charge, by toll-free telephone request, b) on the Funds' website (if applicable), and c) on the SEC's website in the SAI. The SAI and shareholder reports will also disclose that the Funds' proxy voting record is available by toll-free telephone request (or on the Funds' website) and on the SEC's website by way of the Form N-PX. Within three business days of receiving a request, the Manager will send a copy of the policy description or voting record by first-class mail.
Manager Oversight
The Manager shall review a sub-advisor's proxy voting policies and procedures for compliance with this Policy and applicable laws and regulations prior to initial delegation of proxy voting authority and on at least an annual basis thereafter.
Board Reporting
On at least an annual basis, the Manager will present a summary of the voting records of the Funds to the Boards of Trustees for their review. The Manager will notify the Boards of Trustees of any material changes to its proxy voting policies and procedures.
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APPENDIX B
ARK INVESTMENT MANAGEMENT LLC
PROXY VOTING POLICY
I. Introduction
ARK Investment Management LLC ("Adviser") has adopted this Proxy Voting Policy ("Policy") pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended ("Advisers Act"), Rule 30b1-4 under the Investment Company Act of 1940, as amended, and other fiduciary obligations. The Policy is designed to provide guidance to portfolio managers and others in discharging the Adviser's proxy voting duty and to ensure that proxies are voted in the best interests of the Adviser's clients.
II. Statement of Policy
It is the Adviser's policy to vote shares owned by clients that have delegated discretionary proxy voting authority to the Adviser in the best interest of the clients without regard to the interests of the Adviser or other related parties. For purposes of the Policy, the "best interests of clients" shall mean (unless with respect to a particular client, such client has otherwise specified) the clients' best economic interests over the long term – that is, the common interest that all clients share in seeing the value of a common investment (held by various clients or accounts) increase over time. The Adviser will accept directions from a client to vote the client's proxies in a manner that may result in such client's proxies being voted differently than the Adviser might vote proxies of other clients over which the Adviser has full discretionary proxy voting authority. The Adviser believes such client directions should be treated as customized proxy voting guidelines and this Policy does not generally apply to customized proxy voting guidelines.
It is the policy of the Adviser that complete and accurate disclosure concerning its proxy voting policies and procedures and proxy voting records, as required by the Advisers Act, be made available to those clients that have delegated discretionary proxy voting authority to the Adviser. Specific disclosure requirements as to investment company clients, such as the series of ARK ETF Trust, are described in section IV hereof and in compliance policies and procedures for the relevant funds.1
III. Procedures
Subject to the procedures set forth below, the Adviser's portfolio managers maintain responsibility for reviewing all proxies individually and making final decisions based on the merits of each case.
A. Use of Third Party Proxy Service
In connection with its responsibilities expressed herein, the Adviser has retained Broadridge Investor Communication Solutions,
Inc. ("Proxy Agent"), a third-party service provider, to assist the Adviser in researching and voting proxies for its clients.
The Adviser will utilize the research and analytical services, operational implementation and recordkeeping and reporting
services provided by Proxy Agent. Proxy Agent will provide research for each proxy and a recommendation as to how to vote
on each issue based on the research of a third-party research provider (e.g., Glass, Lewis & Co., LLC) ("Research Provider")
with regard to the individual facts and circumstances of the proxy issue and the Research Provider's application of its research
findings to the Research Provider's guidelines ("Guidelines"). Adviser will instruct the Proxy Agent to cast votes in accordance
with the Research Provider's recommendations ("Recommendation") unless otherwise instructed by the Adviser as set forth below.
B. Review of Recommendations
The Adviser's portfolio managers (or other designated personnel) have the ultimate responsibility to accept or reject any
Recommendation. Consequently, the portfolio managers or other appointed personnel are responsible for understanding and reviewing
how proxies are voted for their clients, taking into account this Policy, the Guidelines and the best interest of the clients.
A portfolio manager shall override the Recommendation if he/she does not believe that such Recommendation, based on all facts
and circumstances, is in the best interests of the clients. The Adviser may choose not to vote proxies under the following
circumstances:
if the effect on the clients' economic interests or the value of the portfolio holding is indeterminable or insignificant;
if the cost of voting the proxy outweighs the possible benefit; or
if a jurisdiction whose laws or regulations govern the voting of proxies with respect to the portfolio holding impose share blocking restrictions which prevent the Adviser from exercising its voting authority.
If for some other reason proxies are not voted for Clients, the Adviser and/or a third-party will conduct an analysis to review
whether the lack of voting would have had a material impact on the outcome of the vote. The Adviser will memorialize the basis
for any decision to override a Recommendation or to abstain from voting, including the resolution of any conflicts, as further
discussed below.
C. Addressing Material Conflicts of Interest
Prior to overriding a Recommendation, the portfolio manager (or other designated personnel) must memorialize the determination
by filling out a Proxy Vote Override Form, attached as Exhibit A (or other document containing substantially the same information)
and submit it to the Adviser's Chief Compliance Officer ("CCO") for determination as to whether a potential material conflict
of interest exists between the Adviser and the clients on whose behalf the proxy is to be voted ("Material Conflict"). Portfolio
managers have an affirmative duty to disclose any potential Material Conflicts known to them related to a proxy vote. Material
Conflicts may exist in situations where the Adviser is called to vote on a proxy involving an issuer or proponent of a proxy
proposal regarding the issuer where the Adviser or an affiliated person of the Adviser also:
manages the issuer's or proponent's pension plan;
administers the issuer's or proponent's employee benefit plan;
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provides brokerage, underwriting, insurance or banking services to the issuer or proponent; or
manages money for an employee group.
Additional Material Conflicts may exist if an executive of the Adviser or its control affiliates is a close relative of, or
has a personal or business relationship with:
an executive of the issuer or proponent;
a director of the issuer or proponent;
a person who is a candidate to be a director of the issuer;
a participant in the proxy contest; or
a proponent of a proxy proposal.
Material Conflicts based on business relationships or dealings of affiliates of the Adviser will only be considered to the
extent that the portfolio management area of the Adviser has actual knowledge of such business relationships. Whether a relationship
creates a Material Conflict will depend on the facts and circumstances. Even if these parties do not attempt to influence
the Adviser with respect to voting, the value of the relationship to the Adviser can create a Material Conflict.
Material Conflicts may exist when the Adviser manages a separate account, a fund or other collective investment vehicle that
invests in affiliated funds. When the Adviser receives proxies in its capacity as a shareholder of an underlying fund, the
Adviser will vote in accordance with the Recommendation. If the independent Proxy Agent does not provide a Recommendation,
the Adviser then may address the conflict by "echoing" or "mirroring" the vote of the other shareholders in those underlying
funds.
If the CCO determines that there is no potential Material Conflict, the portfolio manager may override the Recommendation
and vote the proxy issue as he/she determines is in the best interest of clients. If the CCO determines that there exists
or may exist a Material Conflict, the CCO will consider the facts and circumstances of the pending proxy vote and the potential
or actual Material Conflict and make a determination as to how to vote the proxy – i.e., whether to permit or deny the override
of the Recommendation, or whether to take other action, such as delegating the proxy vote to an independent third party or
obtaining voting instructions from clients. In considering the proxy vote and potential Material Conflict, the CCO may consider
the following factors:
the percentage of outstanding securities of the issuer held on behalf of clients by the Adviser;
the nature of the relationship of the issuer with the Adviser, its affiliates or its executive officers;
whether there has been any attempt to directly or indirectly influence the portfolio manager's decision;
whether the direction (for or against) of the proposed vote would appear to benefit the Adviser or a related party; and
whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.
The Adviser may not abstain from voting any such proxy for the purpose of avoiding a potential conflict.
In the event the Research Provider has a conflict and thus, is unable to provide a Recommendation, the portfolio manager will
make a voting recommendation and complete a Proxy Vote Override Form. The CCO will review the form and if the CCO determines
that there is no potential Material Conflict, the portfolio manager may instruct the Proxy Agent to vote the proxy issue as
he/she determines is in the best interest of clients. If the CCO determines that there exists or may exist a Material Conflict,
the CCO will make a determination based on a consideration of the factors noted above.
D. Lending
The Adviser will monitor upcoming meetings and call stock loans, if applicable, in anticipation of an important vote to be
taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the
investment. In determining whether to call stock loans, the relevant portfolio manager(s) shall consider whether the benefit
to the client in voting the matter outweighs the benefit to the client in keeping the stock on loan. Currently, the Adviser
does not participate in securities lending activities.
IV. Compliance Monitoring
The CCO will periodically review Proxy Agent reports of portfolio manager overrides to confirm that proper override and conflict checking procedures were followed.
V. Client Reporting
A. General
The Adviser will provide a copy of this Policy and the Guidelines upon request from a client.
Each quarter, the Adviser will report to each client any proxy votes involving the client with respect to which the Adviser
overrode the Recommendation, and will include a description of the reason for the override and whether such override involved
a potential Material Conflict and the participation of the CCO. The Adviser will provide any client who makes a written or
verbal request with a copy of a report disclosing how the Adviser voted securities held in that client's portfolio.
B. Investment Company Clients
The Adviser will provide a copy of this Policy and the Guidelines, and any material amendments thereto, to the board of directors/trustees
of a client that is a registered investment company, including the Board of Trustees of ARK ETF Trust.
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With respect to proxies voted on behalf of a client that is a registered investment company, the Adviser will make available
via the SEC's EDGAR Form N-PX report of all proxies voted for such client for each twelve month period from July 1 to June
30 of the following year. The report will generally contain the following information:
the name of the issuer of the security;
the security's exchange ticker symbol;
the security's CUSIP number;
the shareholder meeting date;
a brief identification of the matter voted on;
whether the matter was proposed by the issuer or by a security holder;
whether the Adviser cast a vote on the matter;
how the Adviser voted; and
whether the Adviser voted for or against management.
The Adviser will ensure that proper disclosure is made in each registered investment company client's Statement of Additional
Information describing the policies and procedures used to determine how to vote proxies relating to such client's portfolio
securities.
C. Disclosure to Third Parties
Since the manner in which the Adviser votes proxies on behalf of its clients may be considered material non-public information,
employees may not disclose the Adviser's actual vote (until voting results are made public) or the Adviser's voting intentions
to any third party (except electronically to regulatory agencies) including, but not limited to, proxy solicitors, non-clients,
and the media. The Adviser may communicate with other investors regarding a specific proposal but will not disclose its vote
until such time as the subject issuer has publicly disclosed the voting results.
VI. Recordkeeping
Either the Adviser or the Proxy Agent, or both, as indicated below, will maintain the following records:
a copy of this Policy (Adviser);
a copy of the Guidelines (both);
a copy of each proxy statement received by the Adviser regarding client securities (Proxy Agent);
a record of each vote cast by the Adviser on behalf of a client (Proxy Agent);
a copy of all documents created by the Adviser that were material to making a decision on the proxy voting (or abstaining from voting) of client securities or that memorialize the basis for that decision including the resolution of any conflict, a copy of all Proxy Vote Override Forms and all supporting documents (Adviser); and
a copy of each written request by a client for information on how the Adviser voted proxies on behalf of the client, as well as a copy of any written response by the Adviser to any request by a client for information on how the Adviser voted proxies on behalf of the client. Records of oral requests for information or oral responses will not be kept. (Adviser)
Such records must be maintained for at least six years.
Adopted: August 2014
Amended: February 2, 2015
Amended: February 16, 2016
Amended: June 12, 2017
Amended: January 26, 2018
Amended: January 25, 2019
1 See, e.g., the Compliance Manual for ARK ETF Trust, section VI.C.
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APPENDIX C
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 — The 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, subject to the lowest level of credit risk. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. Obligations rated A are considered upper-medium grade and are subject to low credit risk. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade 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 are subject to high credit risk. Obligations rated Caa are judged to be of poor standing and are 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.
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. The obligor's capacity to meet its financial commitment 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 commitment 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 commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
S&P Global ratings of BB, B, CCC, CC, and C are considered below investment grade and 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 exposures 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 commitment 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 commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment 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 commitment 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 commitment 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 to 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 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 exchange offer. NR indicates that a rating has not been assigned or is no longer assigned.. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major 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 default risk. They are assigned only in case 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 default 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 default 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 and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
C-1 |
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 default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Obligations rated B are deemed to be highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. Obligations rated CCC indicate, for issuers and performing obligations, default is a real possibility. Obligations rated CC indicate, for issuers and performing obligations, default of some kind appears probable. Obligations rated C indicate exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. 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 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) 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 which 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. "Imminent" default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future. 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.
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 and MIG/VMIG 3. The MIG/VMIG 1 rating denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. The MIG/VMIG 2 rating denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. The MIG/VMIG 3 rating 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 rating 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 exchange offer, 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 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 denotes an issuer (or supporting institution) that has a strong ability to repay short-term debt obligations. The rating P-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 denotes an issuer (or supporting institutions) 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.A short-term obligation rated A-1 is rated in the highest category by S&P Global. The obligor's capacity to meet its financial commitment 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 commitment 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 higher rating categories. However, the obligor's capacity to meet its financial commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment 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 commitment; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment 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 commitment 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
C-2 |
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 exchange offer.
Fitch Ratings' short-term ratings have a time horizon of less than 13 months for most obligations, or up to three years for US public finance markets. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. A rating of F1 denotes an obligation of the highest credit quality. It indicates the strongest 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 credit quality. It indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings. A rating of F3 denotes fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non-investment grade. A rating of B denotes an obligation that is speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions. A rating of C denotes a high default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. 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. A rating of D indicates an entity or sovereign that has defaulted on all of its financial obligations.
C-3 |
APPENDIX D
GLOSSARY
|
|
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
ADRs |
American Depositary Receipts |
Advisers Act |
Investment Advisers Act of 1940, as amended. |
American Beacon or the Manager
|
American Beacon Advisors, Inc. |
BDCs |
Business Development Companies |
Beacon Funds |
American Beacon Funds |
Board |
Board of Trustees |
Brexit |
The United Kingdom's departure from the European Union. |
CCO |
Chief Compliance Officer |
CD |
Certificate of Deposit |
CDSC |
Contingent Deferred Sales Charge |
CFTC |
U.S. 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 of most or all of a Fund's net investment income |
Dodd-Frank Act |
Dodd-Frank Wall Street Reform and Consumer Protection Act |
DRD |
Dividends-received deduction. |
EDR |
European Depositary Receipt |
EMU |
The European Union’s Economic and Monetary Union |
ETF |
Exchange-Traded Fund |
EU |
European Union |
FINRA |
Financial Industry Regulatory Authority, Inc. |
Forwards |
Forward Currency Contracts |
GDR |
Global Depositary Receipt |
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 |
IPO |
Initial Public Offering |
IRA |
Individual Retirement Account |
IRS |
Internal Revenue Service |
Management Agreement |
The 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 foreign currency 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 |
SAI |
Statement of Additional Information |
SEC |
U.S. Securities and Exchange Commission |
Securities Act |
Securities Act of 1933, as amended |
State Street |
State Street Bank and Trust Co. |
Trust |
An open-end management investment company |
Trustee Retirement Plan |
Trustee Retirement and Trustee Emeritus and Retirement Plan |
UK |
United Kingdom |
D-1 |
|
American Beacon
|
PROSPECTUS
October 28, 2019
Share Class |
||||||
|
A |
C |
Y |
Institutional |
Investor |
Ultra* |
American Beacon TwentyFour Strategic Income Fund |
TFSAX |
TFGCX |
TFGYX |
TFGIX |
TFGPX |
TFGUX |
* Ultra Class shares are not currently offered for sale in all states.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by going to www.americanbeaconfunds.com and clicking on ‘‘Quick Links''
and then ‘‘Register for E-Delivery."
You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-658-5811, option 1, or
you may directly inform your financial intermediary of your wish. A notice that will be mailed to you each time a report
is posted will also include instructions for informing the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held with the American Beacon Funds Complex or your financial intermediary, as applicable.
This Prospectus contains important information you should know about investing, including information about risks. Please read it before you invest and keep it for future reference.
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
1 |
|
Additional Information About Investment Policies and Strategies |
10 |
11 |
|
15 |
|
26 |
|
26 |
|
27 |
|
27 |
|
28 |
|
30 |
|
34 |
|
35 |
|
35 |
|
37 |
|
37 |
|
37 |
|
37 |
|
Back Cover
|
|
Appendix A -- Intermediary Sales Charge Discounts and Waivers |
A-1 |
B-1 |
American Beacon
|
|
Investment Objective
The Fund's investment objectives are to seek high current income and, secondarily, capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales discounts if you and your eligible family members invest, or agree to invest in the future, at least $50,000 in all classes of the American Beacon Funds on an aggregated basis. More information about these and other discounts is available from your financial professional and in "Choosing Your Share Class" on page 28 of the Prospectus and "Additional Purchase and Sale Information for A Class Shares" on page 48 of the statement of additional information ("SAI"). With respect to purchases of shares through specific intermediaries, you may find additional information regarding sales charge discounts and waivers in Appendix A to the Fund's Prospectus entitled "Intermediary Sales Charge Discounts and Waivers". Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
A |
C |
Y |
Institutional |
Investor |
Ultra |
||||||
Maximum sales charge imposed on purchases (as a percentage of offering price) |
3.75 |
% |
None |
None |
None |
None |
None |
|||||
Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
0.50 |
%1 |
1.00 |
% |
None |
None |
None |
None |
1 A contingent deferred sales charge (‘‘CDSC'') of 0.50% will be charged on certain purchases of $1,000,000 or more of A Class shares that are redeemed in whole or part within 18 months of purchase.
2 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's A Class, C Class, Y Class, Institutional Class, Investor Class, and Ultra Class shares, as applicable, through October 31, 2020, to the extent that Total Annual Fund Operating Expenses exceed 1.12% for the A Class, 1.87% for the C Class, 0.82% for the Y Class, 0.72% for the Institutional Class, 1.09% for the Investor Class, and 0.67% for the Ultra Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that the Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 31, 2020. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Assuming no redemption of shares:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
C |
$ 190 |
$ 735 |
$ 1,307 |
$ 2,862 |
Prospectus – Fund Summary |
1 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was 198% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests primarily in fixed-income securities and derivatives that provide exposure to fixed-income securities. The Fund's investments may include fixed-income instruments of any maturity or duration. The instruments in which the Fund may invest may be denominated in U.S. and non-U.S. currencies.
The fixed-income securities in which the Fund invests primarily include obligations issued or guaranteed by the U.S. government and non-U.S. governments and their agencies, instrumentalities or political subdivisions, obligations of supranational entities, quasi-sovereign debt, emerging-markets debt, inflation-indexed securities, corporate bonds, bank loans, trust preferred securities, convertible and non-convertible debt, contingent convertible bonds ("CoCos"), variable and floating-rate securities, collateralized loan obligations ("CLOs"), mortgage-backed and other asset-backed securities, collateralized mortgage obligations ("CMOs") and other mortgage-related products (including commercial and residential loans). The Fund may invest in other investment companies, including exchange-traded funds ("ETFs") and money market funds, shares of real estate investment trusts ("REITs") and restricted securities. The Fund may have significant exposure to the Financial sector. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to the Financial sector may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
The Fund may invest a significant portion of its total assets in non-investment grade securities (also referred to as "high-yield" or ''junk" bonds), and in U.S. Treasury obligations.
The Fund may also invest in equity securities including preferred stocks of U.S. and foreign companies of any market capitalization.
The Fund may take long or short positions in fixed-income and equity securities and currencies. Short positions will generally be entered into for hedging purposes or to attempt to reduce or adjust certain investment risks.
The Fund's investments in derivatives generally include options, futures, forwards (including non-deliverable forwards), swaps (including credit default swaps, total return swaps, interest rate swaps and cross-currency swaps) and structured notes. The Fund uses derivative instruments to hedge against fluctuations in securities prices, interest rates or currency exchange rates, to enhance total return, to change the effective duration of its portfolio, to manage certain investment risks or to substitute for the purchase or sale of the underlying securities or currencies. The Fund's use of derivatives may be extensive.
In selecting investments, the Fund's sub-advisor develops a top-down macroeconomic view of the global economic environment as indicated by factors such as interest rates, equity markets, corporate profitability, international capital flows, government policy and other relevant inputs. The sub-advisor then performs a bottom-up analysis of individual issuers that focuses on an issuer's creditworthiness and considers historical trends and patterns in an instrument's price and relative valuation. The sub-advisor examines the relative risk and return characteristics of each investment and seeks to identify opportunities to establish long positions in income-generating instruments that, at times, may have the potential for price appreciation. The sub-advisor also seeks to reduce or hedge positions in instruments that may decline in value or experience unwanted volatility or when better investment opportunities are identified.
Principal Risks
There is no assurance that the Fund will achieve its investment objectives and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of current income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Allocation Risk
The sub-advisor's judgments about, and allocations among, strategies, asset classes and market exposures may adversely affect
the Fund's performance. There can be no assurance, particularly during periods of market disruption and stress, that the sub-advisor's
judgements about asset allocation will be correct. This risk may be increased by the use of derivatives to increase allocations
to various market exposures.
Asset-Backed and Mortgage Related Securities Risk
Investments in asset-backed and mortgage related securities are subject to market risks for fixed-income securities which
include, but are not limited to, credit risk, interest rate risk, prepayment risk and extension risk. A decline in the credit
quality of the issuers of asset-backed and mortgage related securities or instability in the markets for such securities may
affect the value and liquidity of such securities, which could result in losses to the Fund.
Callable Securities Risk
The Fund may invest in fixed-income securities with call features. A call feature allows the issuer of the security to redeem
or call the security prior to its stated maturity date. In periods of falling interest rates, issuers may be more likely to
call in securities that are paying higher coupon rates than prevailing interest rates. In the event of a call, the Fund would
lose the income that would have been earned to maturity on that security, and the proceeds received by the Fund may be invested
in securities paying lower coupon rates and may not benefit from any increase in value that might otherwise result from declining
interest rates.
Collateralized Loan Obligations ("CLOs") Risk
The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the instrument
in which the Fund invests. The Fund typically will invest in CLOs collateralized by senior bank loans. Therefore, the CLOs in which the Fund invests
will be subject to loan interests risk. In addition, CLOs normally are privately offered and sold, and thus, are not registered under the securities laws. As a result,
investments in CLOs may be characterized by the Fund as illiquid securities. CLOs carry the general risks applicable to other
fixed income investments, including interest rate risk, credit risk, market risk and liquidity risk. CLOs also carry additional
risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate
to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the risk that
the Fund may invest in CLOs that are subordinate to other classes; and (iv) the complex structure of the security may not
be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
Contingent Convertible Securities ("CoCos") Risk
Contingent convertible securities ("CoCos") either are converted into equity securities of the issuer or have their principal
written down if the issuer's capital
2 |
Prospectus – Fund Summary |
falls below a predetermined "trigger" level. CoCos are subordinated debt and the Fund's claims will generally be junior to the claims of other creditors if the issuer liquidates or dissolves. Interest payments on CoCos could be canceled by the issuer or a regulator. If the issuer converts the CoCo to an equity security, the Fund would lose interest payments and potentially all income. The Fund's investment would be even further subordinated if a CoCo were converted to an equity security. The issuer could alternatively write down the principal due on the CoCos. The write-down of the security's par value may occur automatically and would not entitle holders to institute bankruptcy proceedings against the issuer. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment associated with the security is based on the security's par value, or even a complete loss on investment with no chance of recovery. CoCos carry the general risks applicable to other fixed income investments, including interest rate risk, credit risk, market risk and liquidity risk.
Convertible Securities Risk
The value of a convertible security typically increases or decreases with the price of the underlying common stock. In general,
a convertible security is subject to the risks of stocks when the underlying stock's price is high relative to the conversion
price and is subject to the risks of debt securities when the underlying stock's price is low relative to the conversion price.
The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest
rate risk and credit risk. Many convertible securities have credit ratings that are below investment grade and are subject
to the same risks as an investment in below investment grade debt securities (commonly known as "junk bonds"). Lower-rated
debt securities may fluctuate more widely in price and yield than investment grade debt securities and may fall in price during
times when the economy is weak or is expected to become weak. Convertible securities are subject to the risk that the credit
standing of the issuer may have an effect on the convertible security‘s investment value. In addition, to the extent the Fund
invests in convertible securities issued by small- or mid-cap companies, it will be subject to the risks of investing in such
companies. The stocks of small- and mid-cap companies may fluctuate more widely in price than the market as a whole and there
may also be less trading in small- or mid-cap stocks. Convertible securities are sensitive to movement in interest rates.
Counterparty Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty,
will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise
honor its obligations to the Fund.
Credit Risk
The Fund is subject to the risk that the issuer or guarantor of an obligation, or the counterparty to a transaction, including
a derivatives contract or a loan, may fail, or become less able, to make timely payment of interest or principal or otherwise
honor its obligations or default completely. Credit risk is typically greater for securities with ratings that are below investment
grade (commonly referred to as "junk bonds"). Since the Fund can invest significantly in high yield investments that are considered
speculative in nature, this risk may be substantial. Changes in the actual or perceived creditworthiness of an issuer, or
a downgrade or default affecting any of the Fund's securities, could affect the Fund's performance.
Currency Risk
The Fund may have exposure to foreign currencies by using various instruments described below. Foreign currencies may fluctuate
significantly over short periods of time, may be affected unpredictably by intervention, or the failure to intervene, of the
U.S. or foreign governments or central banks, and may be affected by currency controls or political developments in the U.S.
or abroad. Foreign currencies may also decline in value relative to the U.S. dollar and other currencies and thereby affect
the Fund's investments in non-U.S. currencies or in securities that trade in, and receive revenues in, or in derivatives that
provide exposure to, non-U.S. currencies. The Fund may gain exposure to foreign currencies because of its investments in one
or more of the following:
Non-U.S. currencies
Securities denominated in non-U.S. currencies
Foreign currency forward contracts, including non-deliverable forwards ("NDFs"), which are described below under "Derivatives Risk"
Non-U.S. currency futures contracts, which are described below under "Derivatives Risk"
Options on non-U.S. currencies and non-U.S. currency futures, which are described below under "Derivatives Risk"
Swaps for cross-currency transactions, which are described below under "Derivatives Risk"
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Derivatives Risk
Derivatives may involve significant risk. The use of derivative instruments may expose the Fund to additional risks that
it would not be subject to if it invested directly in the securities or other instruments underlying those derivatives, including
the high degree of leverage often embedded in such instruments, and potential material and prolonged deviations between the
theoretical value and realizable value of a derivative. Some derivatives have the potential for unlimited loss, regardless
of the size of the Fund's initial investment. Derivatives may at times be illiquid, and the Fund may not be able to close
out or sell a derivative at a particular time or at an anticipated price. Certain derivatives may be difficult to value, and
valuation may be more difficult in times of market turmoil. Derivatives may also be more volatile than other types of investments.
The Fund may buy or sell derivatives not traded on an exchange, which may be subject to heightened liquidity and valuation
risk. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty
risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any
recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund
to greater losses in the event of a default by a counterparty. Ongoing changes to the regulation of the derivatives markets
and potential changes in the regulation of funds using derivative instruments could limit the Fund's ability to pursue its
investment strategies. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity,
value or performance. In addition, the Fund's investments in derivatives are subject to the following risks:
Futures and Forward Contracts Risk. Futures and forward contracts, including NDFs, are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed amount of securities or other underlying assets at an agreed date or to buy or sell a specific currency at a future date at a price set at the time of the contract. There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes. There are no limitations on daily price movements of forward contracts. There can be no assurance that any strategy used will succeed. Not all forward contracts, including NDFs, require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. There can be no assurance that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold and this may result in the inability to close a futures contract when desired. Forward currency transactions, including
Prospectus – Fund Summary |
3 |
NDFs, and forward currency contracts include the risks associated with fluctuations in currency. Interest rate and Treasury futures contracts expose the Fund to price fluctuations resulting from changes in interest rates. The Fund could suffer a loss if interest rates rise after the Fund has purchased an interest rate futures contract or fall after the Fund has sold an interest rate futures contract. Similarly, Treasury futures contracts expose the Fund to potential losses if interest rates do not move as expected.
Options Risk. In order for a call option to be profitable, the market price of the underlying security or index must rise sufficiently above the call option exercise price to cover the premium and any transaction costs. These costs will reduce any profit that might otherwise have been realized had the Fund bought the underlying security instead of the call option. For a put option to be profitable, the market price of the underlying security or index must decline sufficiently below the put option's exercise price to cover the premium and any transaction costs. By using put options in this manner, the Fund will reduce any profit it might otherwise have realized from having shorted the declining underlying security by the premium paid for the put option and by transaction costs. If an option that the Fund has purchased expires unexercised, the Fund will experience a loss in the amount of the premium it paid. If the Fund sells a put option, there is a risk that the Fund may be required to buy the underlying asset at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying asset at a disadvantageous price. If the Fund sells a call option on an underlying asset that the Fund owns, and the underlying asset has increased in value when the call option is exercised, the Fund will be required to sell the underlying asset at the call price and will not be able to realize any of the underlying asset's value above the call price. If a call option that the Fund has sold is unexercised, the Fund will experience a gain or loss from the sale of the underlying instrument. If a call option that the Fund has sold is unexercised, the Fund will experience a gain or loss from the sale of the underlying instrument. There can be no guarantee that the use of options will increase the Fund's return or income. In addition, there may be an imperfect correlation between the movement in prices of options and the securities underlying them, and there may at times not be a liquid secondary market for options.
Structured Notes Risk. Structured notes are derivative debt instruments with principal and/or interest payments linked to the value of a commodity, a foreign currency, an index of securities, an interest rate, or other financial indicators ("reference instruments"). The payments on a structured note may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared to a fixed interest rate, the exchange rates between two currencies, one or more securities or a securities or commodities index. If the underlying investment or index does not perform as anticipated, the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The movement of such factors may cause significant price fluctuations. A structured note may be positively or negatively indexed. Structured notes are subject to interest rate risk and market risk. They are also subject to credit risk with respect both to the issuer and, if applicable, to the underlying security or borrower. Structured notes may have a limited trading market, making it difficult to value them or sell them at an acceptable price.
Swap Agreements Risk. Swaps can involve greater risks than a direct investment in an underlying asset, because swaps typically include a certain amount of embedded leverage and as such are subject to leverage risk. If swaps are used as a hedging strategy, the Fund is subject to the risk that the hedging strategy may not eliminate the risk that it is intended to offset, due to, among other reasons, the occurrence of unexpected price movements or the non-occurrence of expected price movements. Swaps also may be difficult to value. Swaps may be subject to liquidity risk and counterparty risk, and swaps that are traded over-the-counter are not subject to standardized clearing requirements and may involve greater liquidity and counterparty risks. In addition, the Fund may invest in the following types of swaps:
Credit default swaps, which may be subject to credit risk and the risks associated with the purchase and sale of credit protection.
Cross-currency swaps, which may be subject to currency risk and credit risk.
Interest rate swaps, which may be subject to interest rate risk and credit risk.
Total return swaps, which may be subject to credit risk and, if the underlying securities are bonds or other debt obligations, market risk and
interest rate risk.
Emerging Markets Risk
When investing in emerging markets, the risks of investing in foreign securities, as discussed below, are heightened. Emerging
markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other
developed markets. There are also risks of: greater political uncertainties; an economy's dependence on revenues from particular
commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential
buyers for such securities resulting in increased volatility and limited liquidity for emerging market securities; trading
suspensions; and delays and disruptions in securities settlement procedures. The governments of emerging market countries
may also be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions
on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets,
and/or impose burdensome taxes that could adversely affect security prices. In addition, there may be less publicly available
information about issuers in emerging markets than would be available about issuers 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.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Preferred Stock Risk. Preferred stocks are sensitive to movements in interest rates. Preferred stocks may be less liquid than common stocks and, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred stocks generally are payable at the discretion of an issuer and after required payments to bond holders. In certain situations, an issuer may call or redeem its preferred stock or convert it to common stock. The market prices of preferred stocks are generally more sensitive to actual or perceived changes in the issuer's financial condition or prospects than are the prices of debt securities.
Real Estate Investment Trusts ("REITs") Risk. Investments in REITs are subject to the risks associated with investing in the real estate industry, including, among other risks: adverse developments affecting the real estate industry; declines in real property values; changes in interest rates; defaults by mortgagors or other borrowers and tenants; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; casualty or condemnation losses; and governmental actions, such as changes to tax laws, zoning regulations or environmental regulations. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"), or to maintain their exemption from registration under the Investment Company Act of 1940, as amended ("Investment Company Act"). REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund's investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.
Flexible Strategy Risk
The Fund uses a variety of investment strategies to achieve its investment objective. The sub-advisor does not attempt to
keep the portfolio structure or the Fund's performance consistent with any designated stock, bond or market index, and during times of market rallies, the Fund
may not perform as well as
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Prospectus – Fund Summary |
other funds that seek to outperform an index. Over time, the investment performance of flexible strategies is typically substantially independent of longer term movements in the stock and bond market.
Foreign Investing Risk
Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited
to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity, (4) lack of uniform
accounting, auditing and financial reporting standards, (5) increased volatility, (6) different government regulation and
supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign
markets.
Hedging Risk
If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument
does not correlate to the risk sought to be hedged, the hedge might be unsuccessful, reduce the Fund's return, or create a
loss. In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its
investments. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not
used the hedging instruments.
High Portfolio Turnover Risk
Portfolio turnover is a measure of the Fund's trading activity over a one-year period. A portfolio turnover rate of 100%
would indicate that the Fund sold and replaced the entire value of its securities holdings during the period. The Fund may
engage in active and frequent trading and may have a high portfolio turnover rate, which could increase the Fund's transaction
costs, have a negative impact on performance, and generate higher capital gain distributions to shareholders than if the Fund
had a lower portfolio turnover rate.
High Yield Securities Risk
Exposure to high yield, below investment-grade securities (commonly referred to as "junk bonds") generally involves significantly
greater risks than an investment in investment grade securities. High yield debt securities may fluctuate more widely in price
and yield and may fall in price when the economy is weak or expected to become weak. These securities also may be difficult
to sell at the time and price the Fund desires. High yield securities are considered to be speculative with respect to an
issuer's ability to pay interest and principal and carry a greater risk that the issuers of lower-rated securities will default
on the timely payment of principal and interest. High yield securities may experience greater price volatility and less liquidity
than investment grade securities. Issuers of securities that are in default or have defaulted may fail to resume principal
or interest payments, in which case the Fund may lose its entire investment.
Illiquid and Restricted Securities Risk
Securities not registered in the U.S. under the Securities Act of 1933, as amended (the "Securities Act") or in non-U.S.
markets pursuant to similar regulations, including Rule 144A securities, are restricted as to their resale. Such securities
may not be listed on an exchange and may have no active trading market. The prices of these securities may be more difficult
to determine than publicly traded securities and these securities may involve heightened risk as compared to investments in
securities of publicly traded companies. They may be more difficult to purchase or sell at an advantageous time or price because
such securities may not be readily marketable in broad public markets, or may have to be held for a certain time period before
they can be resold. The Fund may not be able to sell a restricted security when the sub-advisor considers it desirable to do so and/or may have to sell the security at a lower price than the Fund believes
is its fair market value. In addition, transaction costs may be higher for restricted securities and the Fund may receive
only limited information regarding the issuer of a restricted security. The Fund may have to bear the expense of registering
restricted securities for resale and the risk of substantial delays in effecting the registration.
Inflation Index-Linked Securities Risk
Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity,
an inflation index-linked security provides principal payments and interest payments that vary as the principal and/or interest
are adjusted over time to reflect a rise or a drop in the reference inflation-related index. For inflation index-linked debt
securities for which repayment of the original principal upon maturity (as adjusted for inflation) is not guaranteed, the
adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of
inflation index-linked securities is expected to change in response to real interest rates. The price of an inflation index-linked
security generally falls when real interest rates rise and rises when real interest rates fall. In periods of deflation, the Fund may have no income at all from such investments.
Interest Rate Risk
The Fund is subject to the risk that the market value of fixed income securities or derivatives it holds will decline due
to rising interest rates. Generally, the value of investments with interest rate risk, such as fixed income securities, will
move in the opposite direction to movements in interest rates. The Federal Reserve has raised the federal funds rate several
times since December 2015 and may increase or decrease rates in the future. Interest rates may rise, perhaps significantly
and/or rapidly, potentially resulting in substantial losses to the Fund. The prices of fixed income securities or derivatives
are also affected by their durations. Fixed income securities or derivatives with longer durations generally have greater
sensitivity to changes in interest rates. For example, if a bond has a duration of eight years, a 1% increase in interest rates could be expected to result in an 8% decrease in the value of the bond. An increase in interest rates can impact markets broadly as well. Some investors buy
securities and derivatives with borrowed money; an increase in interest rates can cause a decline in those markets. To the
extent the Fund holds an investment with a negative interest rate to maturity, the Fund would generate a negative return on
that investment.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Leverage Risk
The Fund's use of derivative instruments and selling securities short will have the economic effect of financial leverage.
Financial leverage magnifies the
Prospectus – Fund Summary |
5 |
exposure to the swings in prices of an asset or class of assets underlying a derivative instrument and may result in increased volatility, which means that the Fund will have the potential for greater losses than if the Fund does not use the derivative instruments that have a leveraging effect. Leverage may result in losses that exceed the amount originally invested and may accelerate the rate of losses. Leverage tends to magnify, sometimes significantly, the effect of any increase or decrease in the Fund's exposure to an asset or class of assets and may cause the Fund's net asset value ("NAV") per share to be volatile. There can be no assurance that the Fund's use of leverage will be successful.
LIBOR Risk
The Fund's investments, payment obligations and financing terms may be based on floating rates, such as London Interbank Offer
Rate ("LIBOR"), Euro Interbank Offered Rate and other similar types of reference rates (each, a "Reference Rate"). On July
27, 2017, the Chief Executive of the UK Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that the FCA
will no longer persuade nor require banks to submit rates for the calculation of LIBOR and certain other Reference Rates after
2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and
will not be guaranteed after 2021. This announcement and any additional regulatory or market changes may have an adverse impact
on the Fund or its investments, including increased volatility or illiquidity in markets for instruments that rely on LIBOR.
In advance of 2021, regulators and market participants are working together to identify or develop successor Reference Rates. Additionally, prior to 2021, it is expected that market participants will focus on the transition mechanisms by which the Reference Rates in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of certain Reference Rates presents risks to the Fund. At this time, it is not possible to completely identify or predict the effect of any such changes, any establishment of alternative Reference Rates or any other reforms to Reference Rates that may be enacted in the UK or elsewhere. The elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other financial obligations held by the Fund or on its overall financial condition or results of operations. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund's performance and/or NAV.
Liquidity Risk
The Fund is susceptible to the risk that certain investments held by the Fund may have limited marketability, be subject to
restrictions on sale, be difficult or impossible to purchase or sell at favorable times or prices, or become less liquid in
response to market developments or adverse credit events that may affect issuers or guarantors of a security. An inability
to sell a portfolio position can adversely affect the Fund's value or prevent the Fund from being able to take advantage of
other investment opportunities. Market prices for such instruments may be volatile. The Fund could lose money if it is unable
to dispose of an investment at a time that is most beneficial to the Fund. The Fund may be required to dispose of investments
at unfavorable times or prices to satisfy obligations, which may result in losses or may be costly to the Fund. For example,
liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Unexpected
redemptions may force the Fund to sell certain investments at unfavorable prices to meet redemption requests or other cash
needs. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.
Loan Interests Risk
In making investments in bank loans or senior loans, the Fund will depend primarily on the creditworthiness of the borrower
for payment of principal and interest, and will also rely on the financial institution to make principal and interest payments
to the Fund once it receives payment on the underlying loan. The Fund will also rely on the financial institution to pursue
appropriate remedies against a borrower in the event that the borrower defaults. As such, the Fund may be exposed to the credit
risk of both the financial institution that made the loan and the underlying borrower. Unlike publicly traded common stocks,
which trade on national exchanges, there is no central place or exchange for loans, including bank loans and senior loans,
to trade. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and
that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Fund's
access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Loans trade in an over-the-counter
market, and confirmation and settlement, which are effected through standardized procedures and documentation, may take significantly
longer than seven days to complete. Extended trade settlement periods may, in unusual market conditions with a high volume
of shareholder redemptions, present a risk to shareholders regarding the Fund's ability to pay redemption proceeds within
the allowable time periods stated in its prospectus. The secondary market for floating rate loans also may be subject to irregular
trading activity and wide bid/ask spreads. The lack of an active trading market for certain loans may impair the ability of
the Fund to sell its loan interests at a time when it may otherwise be desirable to do so or may require the Fund to sell
them at prices that are less than what the Fund regards as their fair market value and may make it difficult to value such
loans. Accordingly, loan interests may at times be illiquid. Interests in loans made to finance highly leveraged companies
or transactions, such as corporate acquisitions, may be especially vulnerable to adverse changes in economic or market conditions.
The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan
that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and
obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations
acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders
or the assignor. Alternatively, the Fund may acquire a participation in a loan interest that is held by another party. When
the Fund's loan interest is a participation, the Fund is subject to the risk that the party selling the participation interest
will not remit the Fund's pro rata share of loan payments to the Fund, and the Fund may have less control over the exercise
of remedies than the party selling the participation interest.
Market Risk
In recent periods, fixed income instruments have experienced unusual liquidity issues, increased price volatility and, in
some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of
some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms,
if at all. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the
possibilities that conditions in one country or region might adversely impact issuers in a different country or region. A
rise in protectionist trade policies, risks associated with the United Kingdom's vote to leave the European Union, the risk
of a trade dispute between the United States and China, and the possibility of changes to some international trade agreements,
could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the
present time. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments
or quasi-governmental organizations. In addition, political and governmental events within the U.S. and abroad may affect
investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and
to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking
uncertainty. Because the impact on the markets has been widespread, it may be difficult to identify both risks and opportunities
using past models of the interplay of market forces, or to predict the duration of these market conditions. Interest rates
have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is
difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy makers
or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many
foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect
on stock prices and creditworthiness and may make defaults on debt more likely.
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Prospectus – Fund Summary |
Market Timing Risk
The Fund is subject to the risk of market timing activities by investors due to the Fund's investments in foreign securities,
or its exposure to foreign securities through the derivatives it holds. Frequent trading by Fund shareholders poses risks
to other shareholders in the Fund, including (i) the dilution of the Fund's net asset value ("NAV"), (ii) an increase in the
Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
ETFs. To the extent the Fund invests in exchange-traded funds ("ETFs") that invest in equity securities, fixed income securities and/or foreign securities, or track an index, the Fund is subject to the risks associated with the underlying investments held by the ETF or the index fluctuations to which the ETF is subject. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their net asset value ("NAV") and may not be liquid. An ETF that tracks an index may not precisely replicate the returns of its benchmark index.
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Prepayment and Extension Risk
Prepayment risk is the risk that the principal amount of a bond may be repaid prior to the bond's maturity date. Due to a
decline in interest rates or excess cash flow, a debt security may be called or otherwise prepaid before maturity. If this
occurs, no additional interest will be paid on the investment. The Fund may have to invest at a lower rate, may not benefit
from an increase in value that may result from declining interest rates, and may lose any premium it paid to acquire the security.
Variable and floating rate securities may be less sensitive to prepayment risk. Extension risk is the risk that a decrease
in prepayments may, as a result of higher interest rates or other factors, result in the extension of a security's effective
maturity, heighten interest rate risk and increase the potential for a decline in its price.
Redemption Risk
The Fund may experience periods of high levels of redemptions that could cause the Fund to sell assets at inopportune times
or at a loss or depressed value. The sale of assets to meet redemption requests may create net capital gains, which could
cause the Fund to have to distribute substantial capital gains. Redemption risk is heightened during periods of declining
or illiquid markets. Additionally, during periods of heavy redemptions, the Fund may borrow funds through the Fund's interfund
credit facility, which may increase costs and heighten the Fund's redemption risk. A rise in interest rates or other market developments may cause investors to move out of fixed income securities on a large
scale. Heavy redemptions could hurt the Fund's performance.
Sector Risk
When the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance
and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more
volatile, and may perform differently, than the broader market. As the Fund's portfolio changes over time, the Fund's exposure
to a particular sector may become higher or lower.
Financial Sector Risk. Financial services companies are subject to extensive governmental regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when such companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities), or cease operations.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. It may not be possible to predict or to hedge against a widening in the yield spread of the securities selected by the sub-advisor. This could result in the Fund's underperformance compared to its benchmark index(es), or other funds with similar investment
objectives or strategies.
Segregated Assets Risk
In connection with certain transactions that may give rise to future payment obligations, the Fund may be required to maintain
a segregated amount of, or otherwise earmark, cash or liquid securities to cover the obligation. Segregated assets generally
cannot be sold while the position they are covering is outstanding, unless they are replaced with other assets of equal value.
The need to maintain cash or other liquid securities in segregated accounts could limit the Fund's ability to pursue other
opportunities as they arise.
Short Position Risk
The Fund will incur a loss as a result of a short position if the price of the instrument sold short increases in value between
the date of the short sale and the date on which an offsetting position is purchased. Short positions may be considered speculative
transactions and involve special risks, including greater reliance on the sub-advisor's ability to accurately anticipate the future value of a security or instrument. The Fund's losses are potentially
unlimited in a short position transaction because there is potentially no limit on the amount that the security that the Fund
is required to purchase may have appreciated. Because the Fund may invest the proceeds of a short sale, another effect of
short selling on the Fund is similar to the effect of leverage, in that short selling may amplify changes in the Fund's NAV
since it may increase the exposure of the Fund to certain markets and may increase losses and the volatility of returns.
Small Capitalization Companies Risk
Investing in the securities of small-capitalization companies involves greater risk and the possibility of greater price
volatility than investing in larger capitalization and more established companies. Since small-capitalization companies may
have narrower commercial markets, and more limited operating history, product lines, and managerial and financial resources
than larger, more established companies, the securities of these companies may lack sufficient market liquidity and they can
be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Prospectus – Fund Summary |
7 |
Sovereign and Quasi-Sovereign Debt Risk
Sovereign or quasi-sovereign debt securities are subject to risk of payment delays or defaults due to, among other things:
(1) country cash flow problems, (2) insufficient foreign currency reserves, (3) political considerations, (4) large debt positions
relative to the country's economy, (5) policies toward foreign lenders or investors, (6) the failure to implement economic
reforms required by the International Monetary Fund or other multilateral agencies, or (7) an inability or unwillingness to
repay debts. It may be particularly difficult to enforce the rights of debt holders in emerging markets. A governmental entity
that defaults on an obligation may request additional time in which to repay loans, may request further loans, or may seek
to restructure its obligations to reduce interest rates or outstanding principal. There is no legal process for collecting
sovereign and quasi-sovereign debt that a government does not pay, nor are there bankruptcy proceedings through which all
or part of the sovereign debt that a governmental entity has not repaid may be collected. Sovereign and quasi-sovereign debt
risk is increased for emerging markets issuers, which are among the largest debtors to commercial banks and foreign governments.
At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt.
Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which has
led to defaults and the restructuring of certain indebtedness.
Supranational Risk
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. Political changes in principal donor
nations may also unexpectedly disrupt the finances of supranational entities. Obligations of a supranational entity that are
denominated in non-U.S. currencies will also be subject to the risks associated with investments in non-U.S. currencies.
Trust Preferred Securities Risk
Trust preferred securities are subject to market risk, interest rate risk and credit risk. Holders of the trust preferred
securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent
company. Trust preferred securities prices fluctuate for several reasons, including changes in the financial condition of
an issuer, investors' perception of the financial condition of an issuer, or the general economic condition of the market
for trust preferred securities.
Unrated Securities Risk
Because the Fund may purchase securities that are not rated by any rating organization, the sub-advisor, after assessing their credit quality, may internally assign ratings to certain of those securities in categories
similar to those of rating organizations. Unrated securities are subject to the risk that the sub-advisor may not accurately evaluate the security's comparative credit rating. Some unrated securities may not have an
active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an
acceptable price. Unrated securities may be subject to greater liquidity risk and price volatility.
U.S. Treasury Obligations Risk
The value of U.S. Treasury obligations may vary due to changes in interest rates. In addition, changes to the financial condition
or credit rating of the U.S. government may cause the value of the Fund's investments in obligations issued by the U.S. Treasury
to decline. Certain political events in the U.S., such as a prolonged government shut down, may also cause investors to lose
confidence in the U.S. government and may cause the value of U.S. Treasury obligations to decline.
U.S. Government Securities and Government-Sponsored Enterprises Risk
A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely
payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will
fluctuate. Securities held by the Fund that are issued by government-sponsored enterprises, such as the Federal National Mortgage
Association (‘‘Fannie Mae''), Federal Home Loan Mortgage Corporation (‘‘Freddie Mac''), Federal Home Loan Bank (‘‘FHLB''),
Federal Farm Credit Bank ("FFCB"), and the Tennessee Valley Authority, are not guaranteed by the U.S. Treasury and are not
backed by the full faith and credit of the U.S. Government, and no assurance can be given that the U.S. Government will provide
financial support if these organizations do not have the funds to meet future payment obligations. U.S. Government securities
and securities of government-sponsored entities are also subject to credit risk, interest rate risk and market risk.
Valuation Risk
The Fund may value certain assets at a price different from the price at which they can be sold. This risk may be especially
pronounced for investments that are illiquid or may become illiquid, or securities that trade in relatively thin markets and/or
markets that experience extreme volatility. The Fund's ability to value its 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.
Variable and Floating Rate Securities Risk The coupons on variable and floating-rate securities are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate, such as a money-market index, the London Interbank Offered Rate ("LIBOR") or a Treasury bill rate. Variable and floating rate securities are subject to interest rate risk and credit risk. As short-term interest rates decline, the coupons on floating-rate securities typically decrease. Alternatively, during periods of rising interest rates, the coupons on floating-rate securities typically increase. Changes in the coupons of floating-rate securities may lag behind changes in market rates or may have limits on the maximum increases in the coupon rates. The value of floating-rate securities may decline if their coupons do not rise as much, or as quickly, as interest rates in general. Floating rate securities will not generally increase in value if interest rates decline. Certain types of floating rate instruments may be subject to greater liquidity risk than other debt securities.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows the Fund's performance for the last calendar year. The table shows how the Fund's average annual total returns compare to a broad-based market index for the periods indicated. The performance for the A Class and C Class shares represents the returns achieved by the Fund's Institutional Class shares from April 3, 2017 through October 28, 2018, and the returns achieved by the Fund's A Class and C Class shares, respectively, from October 29, 2018 through December 31, 2018. The A Class and C Class shares would have had similar annual returns to the Institutional Class shares, because the shares are invested in the same portfolio securities. However, because the Institutional Class shares has lower expenses than the A Class and C Class shares, its performance was better than the performance the A Class and C Class shares would have realized in the same period. The A Class and C Class shares performance shown in the table has not been adjusted for differences in operating expenses of the newer and older share classes, but the A Class and C Class shares performance has been adjusted for the impact of the maximum applicable sales charge. You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
8 |
Prospectus – Fund Summary |
Average annual total returns for periods ended December 31, 2018
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Investor Class |
04/03/2017 |
|
|
|
|
|
Returns Before Taxes |
|
|
(1.26 |
%) |
2.86 |
% |
Returns After Taxes on Distributions |
|
|
(3.55 |
%) |
0.92 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
(0.73 |
%) |
1.37 |
% |
|
Inception Date of Class |
1 Year |
Since Inception |
|||
Share Class (Before Taxes) |
|
|
|
|
|
|
A |
10/29/2018 |
|
(4.64 |
%) |
0.97 |
% |
C |
10/29/2018 |
|
(2.04 |
%) |
3.12 |
% |
Y |
04/03/2017 |
|
(0.92 |
%) |
3.18 |
% |
Institutional |
04/03/2017 |
|
(0.82 |
%) |
3.29 |
% |
Ultra |
04/03/2017 |
|
(0.82 |
%) |
3.29 |
% |
|
|
1 Year |
Since Inception
|
|||
Index (Reflects no deduction for fees, expenses or taxes) |
|
|
|
|
|
|
ICE BofAML U.S. Dollar LIBOR 3-Month Constant Maturity Index |
|
|
2.08 |
% |
1.69 |
% |
Bloomberg Barclays Global Aggregate Index |
|
|
(1.20 |
%) |
2.34 |
% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for Investor Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is TwentyFour Asset Management (US) LP.
Portfolio Managers
TWENTYFOUR ASSET MANAGEMENT (US) LP
|
Mark Holman
Eoin Walsh
Felipe Villarroel
|
Gary Kirk
Pierre Beniguel
|
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Prospectus – Fund Summary |
9 |
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's net asset value ("NAV") per share next calculated after your order is received in proper form, subject to any applicable sales charge.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
C |
$1,000 |
$50 |
$250 |
A, Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Ultra* |
$350,000,000 |
$50 |
None |
* Ultra Class shares are not currently offered for sale in all states.
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
Additional Information About the Fund
To help you better understand the Fund, this section provides a detailed discussion of the Fund's investment policies, its principal strategies and principal risks and performance benchmarks. However, this Prospectus does not describe all of the Fund's investment practices. Capitalized terms that are not otherwise defined are defined in Appendix B. For additional information, please see the Fund's SAI, which is available at www.americanbeaconfunds.com or by contacting us via telephone at 1-800-658-5811, by U.S. mail at P.O. Box 219643, Kansas City, MO 64121-9643, or by e-mail at americanbeaconfunds@ambeacon.com.
Additional Information About Investment Policies and Strategies
Investment Objectives
The Fund's investment objectives are to seek high current income and, secondarily, capital appreciation.
The Fund's investment objectives are "non-fundamental," which means that they may be changed by the Fund's Board without the approval of Fund shareholders.
Temporary Defensive Policy
The Fund may depart from its principal investment strategy by taking temporary defensive positions in response to adverse market, economic, political or other conditions. During these times, the Fund may not achieve its investment objectives.
Additional Information About the Management of the Fund
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager. The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Fund. The Manager:
develops overall investment strategies for the Fund,
selects and changes sub-advisors,
allocates assets among sub-advisors,
monitors and evaluates the sub-advisor's investment performance,
monitors the sub-advisor's compliance with the Fund's investment objectives, policies and restrictions,
oversees the Fund's securities lending activities and actions taken by the securities lending agent to the extent applicable, and
directs the investment of the portion of Fund assets that the sub-advisor determines should be allocated to short-term investments.
The assets of the Fund are currently allocated by the Manager to one sub-advisor, TwentyFour Asset Management (US) LP ("TwentyFour"). TwentyFour has full discretion to purchase and sell securities for the Fund in accordance with the Fund's objective, policies, restrictions and more specific strategies provided by the Manager. The Manager oversees the sub-advisor but does not reassess individual security selections made by the sub-advisor for the Fund.
10 |
Prospectus – Additional Information About the Fund |
Although the Manager has no current intention to do so, the Fund's assets may be allocated among one or more additional sub-advisors in the future by the Manager. The Fund operates in a manager-of-managers structure. The Fund and the Manager have received an exemptive order from the SEC that permits the Fund, subject to certain conditions and approval by the Board, to hire and replace sub-advisors that are unaffiliated with the Manager without approval of the shareholders. In the future, the Fund and the Manager may rely on an SEC staff no-action letter, dated July 9, 2019, that would permit the Fund to expand its exemptive relief to hire and replace sub-advisors that are affiliated and unaffiliated with the Manager without shareholder approval, subject to approval by the Board and certain other conditions. The Manager has ultimate responsibility, subject to oversight by the Board, to oversee sub-advisors and recommend their hiring, termination and replacement. The order also exempts the Fund from disclosing the advisory fees paid by the Fund to individual sub-advisors that are unaffiliated with the Manager in various documents filed with the SEC and provided to shareholders, and, in the future, the Fund may rely on the SEC staff no-action letter to expand its exemptive relief to individual sub-advisors that are affiliated with the Manager. Instead, the fees payable to sub-advisors unaffiliated with or partially-owned by the Manager or its parent company would be aggregated, and fees payable to sub-advisors that are wholly-owned by the Manager or its parent company, if any, would be aggregated with fees payable to the Manager. Whenever a sub-advisor change is proposed in reliance on the order, in order for the change to be implemented, the Board, including a majority of its "non-interested" trustees, must approve the change. In addition, the Fund is required to provide shareholders with certain information regarding any new sub-advisor within 90 days of the hiring of any new sub-advisor.
Additional Information About Investments
This section provides more detailed information regarding certain of the Fund's principal investment strategies as well as information regarding the Fund's strategy with respect to investment of cash balances.
Cash Management Investments
The 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 or the sub-advisor. If the Fund invests in money market funds, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders will bear their proportionate share of the expenses, including, for example, advisory and administrative fees, of the money market funds in which the Fund invests, such as advisory fees charged by the Manager to any applicable money market funds advised by the Manager, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund's own operations. Shareholders also would be exposed to the risks associated with money market funds and the portfolio investments of such money market funds, including the risk that a money market fund's yield will be lower than the return that the Fund would have derived from other investments that provide liquidity.
The Fund may also purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
Convertible Securities
Convertible securities include corporate bonds, notes, preferred stock or other securities that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer's common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Holders of convertible securities have a claim on the assets of the issuer prior to the common stockholders, but may be subordinated to holders of similar non-convertible securities of the same issuer. Because of the conversion feature, certain convertible securities may be considered equity equivalents.
Currencies
The Fund may invest in foreign currencies, foreign currency-denominated securities and may also purchase and sell foreign currency futures contracts and related options as well as currency swaps (see ‘‘Derivative Investments''), and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (see ‘‘Forward Contracts''). The Fund may engage in these transactions in order to hedge or protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities or other derivative positions. The Fund also may use foreign currency, foreign currency denominated instruments, and foreign currency derivatives to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
Derivative Investments
Derivatives are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. The Fund may invest in the following derivative instruments:
Forward Contracts. Forward contracts are two-party contracts pursuant to which one party agrees to pay the counterparty a fixed price for an agreed upon amount of commodities or securities, or the cash value of commodities, securities or a securities index, at an agreed upon future date. A forward currency contract is an obligation to buy or sell a specific 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. An NDF currency contract is a forward contract where there is no physical settlement of the two currencies at maturity. Rather, on the contract settlement date, a net cash settlement will be made by one party to the other based on the difference between the contracted forward rate and the prevailing spot rate, on an agreed notional amount.
Futures Contracts. A futures contract is a contract to purchase or sell a particular security, or the cash value of an index, at a specified future date at a price agreed upon when the contract is made. Under such contracts, no delivery of the actual securities is required. Rather, upon the expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of a security or index at expiration, net of the variation margin that was previously paid. An interest rate futures contract is a contract for the future delivery of an interest-bearing debt security. A Treasury futures contract is a contract for the future delivery of a U.S. Treasury security. The Fund may, from time to time, use futures positions to equitize cash and expose its portfolio to changes in securities prices or index prices. This can magnify gains and losses in the Fund. The Fund also may have to sell assets at inopportune times to satisfy its settlement or collateral obligations. The risks associated with the use of futures contracts also include that there may be an imperfect correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts and that there may not be a liquid secondary market for a futures contract.
Prospectus – Additional Information About the Fund |
11 |
Options. 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 the underlying security or currency upon payment of the exercise price, in the case of a call option, or to pay the exercise price upon delivery of the underlying security or currency, in the case of a put option.
Structured Notes. Structured notes are specially-designed derivative debt instruments. The terms of the instrument may be determined or structured by the purchaser and the issuer of the note. Payments of principal or interest on these notes may be linked to the value of an index (such as a currency or securities index), one or more securities, a commodity or the financial performance of one or more third-party borrowers. The value of these notes will normally rise or fall in response to the changes in the performance of the underlying security, index, currency, or commodity or the financial condition of such borrowers.
Swap Agreements. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer's failure to make timely payments of interest or principal, bankruptcy or restructuring. The terms of the swap transaction are either negotiated by the sub-advisor and the swap counterparty or established based on terms generally available on an exchange or contract market. In an interest rate swap, the Fund and another party exchange the right to receive payments equivalent to interest at differing rates on specified notional principal amounts. In a total return swap, one party agrees to pay the other party an amount equal to the total return on a defined underlying asset or index during a specified period of time. The underlying asset might be a security or basket of securities or index such as a securities index. In return, the other party would make periodic payments based on a fixed or variable interest rate or on a total return from a different underlying asset or non-asset reference. 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.
Equity Investments
Equity securities are subject to investment risk and market risk. The Fund's investments in equity securities may include preferred stocks and REITs. Such investments may expose the Fund to additional risks.
Preferred Stock. Preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond and its participation in the issuer's growth may be limited. Preferred stock has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is typically set at a fixed annual rate, in some circumstances it can be variable, changed or omitted by the issuer.
REITs. REITs are pooled investment vehicles that own, and often operate, income producing real estate (known as "equity REITs") or invest in mortgages secured by loans on such real estate (known as "mortgage REITs") or both (known as "hybrid REITs"). REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increase in property taxes, operating expenses, rising interest rates or overbuilding, zoning changes, and losses from casualty or condemnation. REITs typically are subject to management fees and other expenses that are separate from those of the Fund.
Fixed Income Instruments
The Fund's investments in fixed income instruments may include:
Asset-Backed Securities. Asset-backed securities are fractional interests in pools of loans, receivables or other assets. They are issued by trusts or other special purpose vehicles and are collateralized by the loans, receivables or other assets that make up the pool. The trust or other issuer passes the income from the underlying asset pool to the investor. The Fund, the Manager, and the sub-advisor do not select the loans or other assets that are included in the collateral backing those pools.
Bank Loans and Senior Loans. Bank loans are fixed and floating rate loans arranged through private negotiations between a company or a non-U.S. government and one or more financial institutions (lenders). The Fund may invest in senior loans, which are floating rate loans, sometimes referred to as adjustable rate loans that hold a senior position in the capital structure of U.S. and foreign corporations, partnerships or other business entities. Under normal circumstances, senior loans have priority of claim ahead of other obligations of a borrower in the event of liquidation. Bank loans and senior loans may be collateralized or uncollateralized. They pay interest at rates that float above, or are adjusted periodically based on, a benchmark that reflects current interest rates. The Fund may invest in such loans in the form of participations in loans and assignments of all or a portion of loans from third parties. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser's rights can be more restricted than those of the assigning institution, and, in any event, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation. When the Fund purchases assignments from lenders, it will acquire direct rights against the borrower on the loan.
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 will generally decline as prevailing interest rates rise, which may cause the Fund's net asset value 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. 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.
Debt Securities of Supranational Organizations. Supranational organizations are entities designated or supported by a government or governmental group to promote economic development. Supranational organizations have no taxing authority and are dependent on their members for payments of interest and principal. Obligations of a supranational entity may be denominated in foreign currencies.
Emerging Markets Debt. The Fund may invest a significant portion of its assets in a particular geographic region or country, including emerging markets. The 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 market indices.
12 |
Prospectus – Additional Information About the Fund |
Government-Sponsored Enterprises. The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including Fannie Mae, Freddie Mac, FFCB, and the Tennessee Valley Authority. Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Fannie Mae and Freddie Mac are supported by the issuers' right to borrow from the U.S. Treasury, the discretionary authority of the U.S. Treasury to lend to the issuers and the U.S. Treasury's commitment to purchase stock to ensure the issuers' positive net worth.
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 by rating organizations. For example, Moody's, Standard & Poor's and Fitch, Inc. rate them below Baa 3 and BBB-, respectively. Please see "Appendix C 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 low 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 the Fund. The lower rating of certain high yielding 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 the Fund among securities of different issuers should reduce the risks of owning any such securities separately. The prices of these high yielding 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 or periods of rising interest rates, 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. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Additionally, accruals of interest income for the Fund may have to be adjusted in the event of default. In the event of an issuer's default, the Fund may write off prior income accruals for that issuer, resulting in a reduction in the Fund's current dividend payment. Frequently, the higher yields of high-yielding 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. Additionally, an economic downturn or an increase in interest rates could have a negative effect on the high-yield securities market and on the market value of the high-yield securities held by the Fund, as well as on the ability of the issuers of such securities to repay principal and interest on their borrowings.
Inflation Index-Linked Securities. Inflation-indexed securities, also known as inflation-protected securities, are fixed income instruments structured such
that their interest and principal payments are adjusted to keep up with inflation. 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.
Investment Grade Securities. Investment grade securities that the Fund may purchase, either as part of its principal investment strategy or to implement its temporary defensive policy, include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by a rating organization rating that security (such as Standard & Poor's Ratings Services, Moody's Investors Service, Inc., or Fitch, Inc.) or comparably rated by a sub-advisor if unrated by a rating organization. The Fund, at the discretion of the sub-advisor, may retain a security that has been downgraded below the initial investment criteria.
Income Trusts. An income trust is an investment trust that holds income-producing assets and passes the income on to its security holders. The main attraction of an income trust is its ability to generate constant cash flows. Income trusts are structured to avoid taxes at the entity level. In a traditional corporate tax structure, net income is taxed at the corporate level and again when distributed as dividends to its shareholders. Under current law, an income trust, if properly structured, should not be subject to federal income tax. This flow-through structure means that the distributions to income trust investors are generally higher than dividends from an equivalent corporate entity. Income trusts have the potential to deliver higher yields than bonds. During periods of low interest rates, income trusts may achieve higher yields compared with cash investments. During periods of increasing rates, the opposite may be true. Income trusts may experience losses during periods of both low and high interest rates.
Sovereign and Quasi-Sovereign Debt. Sovereign debt securities are typically issued or guaranteed by national governments in order to finance the issuing country's growth and/or budget. Investing in foreign sovereign debt securities will expose funds investing in such securities to the direct or indirect consequences of political, social or economic changes in the countries that issue the debt securities. Quasi-sovereign debt securities are debt securities either explicitly guaranteed by a foreign government or their agencies or whose majority shareholder is a foreign government.
Trust Preferred Securities. Trust preferred securities are issued by a special purpose trust subsidiary backed by subordinated debt of the corporate parent. Trust preferred securities are hybrid securities with characteristics of both subordinated debt and preferred stock. Such characteristics include long maturities (typically 30 years or more), early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of the trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company.
U.S. Government Securities. U.S. Government securities may include U.S. Treasury securities or debt obligations of U.S. Government-sponsored enterprises.
Floating Rate Securities
The coupons on certain fixed income securities in which the Fund may invest are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate such as a money market index, LIBOR or a Treasury bill rate. Floating rate obligations are less effective than fixed rate obligations at locking in a particular yield. Nevertheless, such obligations are subject to interest rate risk and may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation, or for other reasons.
As short-term interest rates decline, the coupons on floating rate securities typically should decrease. Alternatively, during periods of increasing interest rates, changes in the coupons of floating rate securities may lag behind changes in market rates or may have limits on the maximum increases in the coupon rates. The value of floating rate securities may decline if their coupons do not rise as much, or as quickly, as interest rates in general. Floating rate securities will not generally increase in value if interest rates decline.
Foreign Currency Forwards
The Fund may have exposure to foreign currencies for investment or hedging purposes by purchasing or selling forward currency exchange contracts in non-U.S. currencies, direct investments in non-U.S. currencies and in securities denominated in non-U.S. currencies. Foreign currencies may decline in value relative to the U.S. dollar and affect the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies. Not all forward contracts require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty.
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Illiquid and Restricted Securities
Generally, an illiquid asset is an asset that the 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, as determined pursuant to Rule 22e-4 under the Investment Company Act or as otherwise permitted or required by SEC rules and interpretations. 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. 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. 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. 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.
Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the 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. In addition, the Fund may get only limited information about an issuer, so it may be less able to predict a loss. The 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. In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A 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 the Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of the Fund's illiquidity. The Manager or the sub-advisor, as applicable, may determine that certain securities qualified for trading under Rule 144A are liquid. 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 the Fund, to purchase such unregistered securities if certain conditions are met.
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 ("Section 4(a)(2) securities") are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Fund, that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. 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.
The Manager and the sub-advisor will carefully monitor the Fund's investments in Section 4(a)(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(a)(2) securities could have the effect of reducing the Fund's liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
Mortgage-Related Securities
The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including Fannie Mae, Freddie Mac, FFCB and the Tennessee Valley Authority. Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Fannie Mae and Freddie Mac are supported by the issuers' right to borrow from the U.S. Treasury, the discretionary authority of the U.S. Treasury to lend to the issuers. The types of mortgage related securities that the Fund may invest in include:
CMOs - CMOs and interests in real estate mortgage investment conduits ("REMICs") are debt securities collateralized by mortgages or mortgage pass-through securities. CMOs divide the cash flow generated from the underlying mortgages or mortgage pass-through securities into different groups referred to as "tranches," which are then retired sequentially over time in order of priority. The principal governmental issuers of such securities Fannie Mae, a government sponsored corporation owned entirely by private stockholders, and Freddie Mac, a corporate instrumentality of the United States created pursuant to an act of Congress that is owned entirely by the Federal Home Loan Banks. The issuers of CMOs are structured as trusts or corporations established for the purpose of issuing such CMOs and often have no assets other than those underlying the securities and any credit support provided. A REMIC is a mortgage securities vehicle that holds residential or commercial mortgages and issues securities representing interests in those mortgages. A REMIC may be formed as a corporation, partnership, or segregated pool of assets. A REMIC itself is generally exempt from federal income tax, but the income from its mortgages is taxable to its investors. For investment purposes, interests in REMIC securities are virtually indistinguishable from CMOs.
There are a number of important differences among the agencies, instrumentalities and government-sponsored enterprises of the U.S. government that issue mortgage-related securities and among the securities that they issue. Such agencies and securities include:
(1) GNMA Mortgage Pass-Through Certificates ("Ginnie Maes") - The GNMA is a wholly owned U.S. Government corporation within the U.S. Department of Housing and Urban Development. Ginnie Maes represent an undivided interest in a pool of mortgages that are insured by the Federal Housing Administration or the Farmers Home Administration or guaranteed by the Veterans Administration. Ginnie Maes entitle the holder to receive all payments (including prepayments) of principal and interest owed by the individual mortgagors, net of fees paid to the GNMA and to the issuer which assembles the mortgage pool and passes through the monthly mortgage payments to the certificate holders (typically, a mortgage banking firm), regardless of whether the individual mortgagor actually makes the payment. Because payments are made to certificate holders regardless of whether payments are actually received on the underlying mortgages, Ginnie Maes are of the "modified pass-through" mortgage certificate type. The GNMA is authorized to guarantee the timely payment of principal and interest on the Ginnie Maes. The GNMA guarantee is backed by the full faith and credit of the United States, and the GNMA has unlimited authority to borrow funds from the U.S. Treasury to make payments under the guarantee. The market for Ginnie Maes is highly liquid because of the size of the market and the active participation in the secondary market of security dealers and a variety of investors.
(2) Mortgage-Related Securities Issued by Private Organizations - Pools created by non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payments in such pools. However, timely payment of interest and principal of these pools is often partially supported by various enhancements such as over-collateralization and senior/subordination structures and by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers or the mortgage poolers. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.
(3) Freddie Mac Mortgage Participation Certificates ("Freddie Macs") - Freddie Macs represent interests in groups of specified first lien residential conventional mortgages underwritten and owned by Freddie Mac. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the Freddie Mac. The Freddie Mac guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. In cases where the
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Freddie Mac has not guaranteed timely payment of principal, the Freddie Mac may remit the amount due because of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable. Freddie Macs are not guaranteed by the United States or by any of the Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank.
(4) Fannie Mae Guaranteed Mortgage Pass-Through Certificates ("Fannie Maes") - Fannie Maes represent an undivided interest in a pool of conventional mortgage loans secured by first mortgages or deeds of trust, on one family or two to four family, residential properties. The Fannie Mae is obligated to distribute scheduled monthly installments of principal and interest on the mortgages in the pool, whether or not received, plus full principal of any foreclosed or otherwise liquidated mortgages. The obligation of the Fannie Mae under its guarantee is solely its obligation and is not backed by, nor entitled to, the full faith and credit of the United States.
Other Investment Companies Securities
The Fund at times may invest in shares of other investment companies, including money market funds and ETFs. The Fund may invest in securities of an investment company advised by the Manager or its sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the 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 the Fund's own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in this Prospectus, if applicable. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
The 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. The Fund could invest in money market funds rather than purchasing individual short-term investments. If the Fund invests in money market funds, shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which the Fund invests, including advisory fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
The Fund may purchase shares of ETFs and sell ETF shares short. ETFs trade like a common stock and passively-managed ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market and sell ETF shares short to hedge exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses. An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies but also presents some additional risks due to being exchange traded. The price of an ETF can fluctuate within a wide range, and the Fund could lose money investing in an ETF. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF's shares may trade at a discount or premium to its NAV; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally.
Additional Information About Risks
The greatest risk of investing in a mutual fund is that its returns will fluctuate and you could lose money. The following section provides additional information regarding the Fund's principal risk factors in light of its principal investment strategies. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Allocation Risk
This is the risk that the sub-advisor's judgments about, and allocations among, strategies, asset classes and market exposures may adversely affect the Fund's performance. There can be no assurance, particularly during periods of market disruption and stress, that the sub-advisor's judgements about asset allocation will be correct. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. This risk may be increased by the use of derivatives to increase allocations to various market exposures because derivatives can create investment leverage, which will magnify the impact to the Fund of its investment in any underperforming market exposure.
Asset-Backed and Mortgage Related Securities Risk
Investments in asset-backed and mortgage related securities are subject to market risks for fixed-income securities which include, but are not limited to, interest rate risk, prepayment risk and extension risk. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed and asset-backed securities. If interest rates fall, the rate of prepayments tends to increase as borrowers are motivated to pay off debt and refinance at new lower rates. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss and/or a decrease in the amount of dividends and yield. Because prepayments increase when interest rates fall, the prices of mortgage-backed and asset-backed securities do not increase as much as other fixed income securities when interest rates fall. When interest rates rise, borrowers are less likely to prepay their mortgage and other loans. A decreased rate of prepayments lengthens the expected maturity of mortgage-backed and asset-backed securities. Therefore, the prices of mortgage-backed and asset-backed securities may decrease more than prices of other fixed income securities when interest rates rise. Rising interest rates tend to extend the duration of these securities, making them more sensitive to changes in interest rates. Rising interest rates also may increase the risk of default by borrowers. As a result, in a period of rising interest rates, a fund that holds these types of securities may experience additional volatility and losses. A decline in the credit quality of and defaults by the issuers of asset-backed and mortgage related securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Fund. In addition, certain asset-backed and mortgage related securities may include securities backed by pools of loans made to "subprime" borrowers or borrowers with blemished credit histories; the risk of defaults is generally higher in the case of mortgage pools that include such subprime mortgages.
CMO Risk. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal on CMOs is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of
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mortgage pass-through securities guaranteed by the Ginnie Mae, Freddie Mac or Fannie Mae, and their income streams. CMOs may offer a higher yield than U.S. government securities, but they may also be subject to greater price fluctuation and credit risk. In addition, CMOs typically will be issued in a variety of classes or series, which have different maturities and are retired in sequence. Privately issued CMOs are not U.S. government securities nor are they supported in any way by any U.S. government agency or instrumentality. In the event of a default by an issuer of a CMO, there is no assurance that the collateral securing such CMO will be sufficient to pay principal and interest. It is possible that there will be limited opportunities for trading CMOs in the over-the-counter market, the depth and liquidity of which will vary from time to time.
Callable Securities Risk
The Fund may invest in fixed-income securities with call features. A call feature allows the issuer of the security to redeem or call the security prior to its stated maturity date. In periods of falling interest rates, issuers may be more likely to call in securities that are paying higher coupon rates than prevailing interest rates. In the event of a call, the Fund would lose the income that would have been earned to maturity on that security, the proceeds received by the Fund may be invested in securities paying lower coupon rates and the Fund may not benefit from any increase in value that might otherwise result from declining interest rates. Thus, the Fund's income could be reduced as a result of a call. In addition, the market value of a callable security may decrease if it is perceived by the market as likely to be called, which could have a negative impact on the Fund's total return.
Collateralized Loan Obligations Risk
The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the instrument in which the Fund invests. The Fund typically will invest in CLOs collateralized by senior bank loans. Therefore, the CLOs in which the Fund invests will be subject to loan interests risk.In addition, CLOs normally are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CLOs may be characterized by the Fund as illiquid securities. However, an active dealer market may exist for CLOs, allowing them to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed in this Prospectus (e.g., interest rate risk and credit risk), CLOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the risk that the Fund may invest in CLOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. The use of CLOs may result in losses to the Fund.
Contingent Convertible Securities Risk
CoCos are a hybrid debt security issued by financial institutions. If an issuer experiences an event that causes its capital to fall below a predetermined "trigger" level, CoCos are either converted into equity securities of the issuer or undergo a full or partial writedown of their principal. The triggering events and conditions are specific to the issuing institution and its regulatory requirements. Triggering events might include, for instance, an issuer failing to maintain a minimum capital level, a regulator's determination that the issuer should convert the security to maintain continued viability, or the issuer receiving high levels of public support. CoCos have no stated maturity date, have discretionary interest payments and are usually subordinated debt instruments. Because CoCos are typically subordinated debt instruments, in the event the issuer liquidates, dissolves or winds up before a triggering event, the Fund's claims will generally be junior to those holding more senior debt obligations. Interest payments on CoCos could be canceled by the issuer or a regulator. In the event the issuer converts the CoCo to an equity security, it is not required to pay a dividend, and the Fund could experience a reduction in income or no income. The conversion of the CoCos into equity securities would further subordinate the Fund's investment because equity securities have the lowest priority in the capital structure of an issuer. If the CoCo alternatively undergoes a full or partial write down of the principal, the Fund could lose some or all of its investment. The write-down of the security's par value may occur automatically and would not entitle holders to institute bankruptcy proceedings against the issuer. In addition, an automatic write-down could result in a reduced income rate if the dividend or interest payment associated with the security is based on the security's par value, or even a complete loss on investment with no chance of recovery. CoCos carry the general risks applicable to other fixed income investments, including interest rate risk, credit risk, market risk and liquidity risk.
Convertible Securities Risk
The value of a convertible security typically increases or decreases with the price of the underlying common stock. In general, a convertible security is subject to the risks of stocks, and its price may be as volatile as that of the underlying stock when the underlying stock's price is high relative to the conversion price. A convertible security also is subject to the risks of debt securities, and is particularly sensitive to changes in interest rates, when the underlying stock's price is low relative to the conversion price. The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest rate risk and credit risk, and there is a risk that the credit standing of the issuer may have an effect on the convertible security's investment value. Convertible securities generally have less potential for gain or loss than common stocks. Securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities that are convertible at the option of the holder. Many convertible securities have credit ratings that are below investment grade (commonly known as "junk bonds") and are subject to the same risks as an investment in lower-rated debt securities. Lower-rated debt securities may fluctuate more widely in price and yield than investment grade debt securities and may fall in price during times when the economy is weak or is expected to become weak. The credit rating of a company's convertible securities is generally lower than that of its non-convertible debt securities. Convertible securities are normally considered "junior" securities — that is, the company usually must pay interest on its non-convertible debt securities before it can make payments on its convertible securities. If the issuer stops paying interest or principal, convertible securities may become worthless and the Fund could lose its entire investment. In addition, to the extent the Fund invests in convertible securities issued by small- or mid-cap companies, it will be subject to the risks of investing in such companies.
Counterparty Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty, will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise honor its obligations to the Fund. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty.
Credit Risk
The Fund is subject to the risk that the issuer or guarantor of an obligation, or the counterparty to a transaction, including a derivatives contract or a loan, may fail, or become less able, to make timely payment of interest or principal or otherwise honor its obligations or default completely. The strategies utilized by the sub-advisor require accurate and detailed credit analysis of issuers and there can be no assurance that its analysis will be accurate or complete. The Fund may be subject to substantial losses in the event of credit deterioration or bankruptcy of one or more issuers in its portfolio. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument and debt obligations which are rated by rating agencies may be subject to downgrade. The credit ratings of debt instruments and investments represent the rating agencies' opinions regarding their credit quality and are not a
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guarantee of future credit performance of such securities. Rating agencies attempt to evaluate the safety of the timely payment of principal and interest (or dividends) and do not evaluate the risks of fluctuations in market value. The ratings assigned to securities by rating agencies do not purport to fully reflect the true risks of an investment. Further, in recent years many highly-rated structured securities have been subject to substantial losses as the economic assumptions on which their ratings were based proved to be materially inaccurate. A decline in the credit rating of an individual security held by the Fund may have an adverse impact on its price and may make it difficult for the Fund to sell it. Ratings represent a rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies might not always change their credit rating on an issuer or security in a timely manner to reflect events that could affect the issuer's ability to make timely payments on its obligations. Credit risk is typically greater for securities with ratings that are below investment grade (commonly referred to as "junk bonds"). Since the Fund can invest significantly in high yield investments that are considered speculative in nature, this risk may be substantial. Changes in the actual or perceived creditworthiness of an issuer, or a downgrade or default affecting any of the Fund's securities, could affect the Fund's performance.
Currency Risk
The Fund may have exposure to foreign currencies by using various instruments described below. Foreign currencies may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, may be affected unpredictably by intervention, or the failure to intervene, of the U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, and may be affected by the imposition of currency controls or political developments in the U.S. or abroad. As a result, the Fund's exposure to foreign currencies either directly or through portfolio investments, may reduce the returns of the Fund. Foreign currencies may also decline in value relative to the U.S. dollar and other currencies and thereby affect the Fund's investments in non-U.S. currencies or in securities that trade in and receive revenues in non-U.S. currencies, or in derivatives that provide exposure to non-U.S. currencies. In addition, changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency futures, forwards, options or swaps may not always work as intended, and in specific cases, the Fund may be worse off than if it had not used such instrument(s). In the case of hedging positions, the U.S. dollar or other currency may decline in value relative to the foreign currency that is being hedged and thereby affect the Fund's investments. There may not always be suitable hedging instruments available. Even where suitable hedging instruments are available, the Fund may choose to not hedge its currency risks. The Fund may gain exposure to foreign currencies because of its investments in one or more of the following:
Non-U.S. currencies
Securities denominated in non-U.S. currencies
Foreign currency forward contracts, including NDFs, which are described below under "Derivatives Risk"
Non-U.S. currency futures contracts, which are described below under "Derivatives Risk"
Options on non-U.S. currencies and non-U.S. currency futures, which are described below under "Derivatives Risk"
Swaps for cross-currency transactions, which are described below under "Derivatives Risk"
Cybersecurity and Operational Risk
The Fund, its service providers, and third-party fund distribution platforms, and shareholders' ability to transact with the Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being unable to access electronic systems (also known as "denial of services"), loss or theft of proprietary information or corporate data, interference with the Fund's ability to calculate its NAV, impediments to trading, physical damage to a computer or network system, or remediation costs associated with system repairs.
The occurrence of any of these problems could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations in such plans and systems, and it is not possible for the Manager, Fund service providers, or third-party fund distribution platforms to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.
Derivatives Risk
Derivatives are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. The Fund may use derivatives to enhance total return of its portfolio, to hedge against fluctuations in interest rates or currency exchange rates, to change the effective duration of its portfolio, to manage certain investment risks or as a substitute for the purchase or sale of the underlying currencies or securities. The Fund may also hold derivative instruments to obtain economic exposure to an issuer without directly holding its securities.
Derivatives can be highly complex and their use within a management strategy can require specialized skills. There can be no assurance that any strategy used will succeed. If the sub-advisor incorrectly forecasts stock market values, or the direction of interest rates or currency exchange rates in utilizing a specific derivatives strategy for the Fund, the Fund could lose money. In addition, leverage embedded in a derivative instrument can expose the Fund to greater risk and increase its costs. Gains or losses in the value of a derivative instrument may be magnified and be much greater than the derivative's original cost (generally the initial margin deposit).
Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment, for example, where the Fund may be called upon to deliver a security it does not own. Derivatives may be illiquid and may be more volatile than other types of investments. The Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. Certain derivatives may also be difficult to value, and valuation may be more difficult in times of market turmoil. The Fund may buy or sell derivatives not traded on organized exchanges. The Fund may also enter into transactions that are not cleared through clearing organizations. These types of transactions may be subject to heightened liquidity and valuation risk. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. Certain derivatives require the Fund to post margin to secure its future obligation; if the Fund has insufficient cash, it may have to sell investments from its portfolio to meet daily variation margin requirements at a time when it may be disadvantageous to do so. The Fund's use of derivatives also may create financial leverage, which may result in losses that exceed the amount
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originally invested and accelerate the rate of losses. Suitable derivatives may not be available in all circumstances, and there can be no assurance that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial.
Although the Fund may attempt to hedge against certain risks, the hedging instruments may not perform as expected and could produce losses. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments. The Fund may not hedge certain risks in particular situations, even if suitable instruments are available.
Ongoing changes to the regulation of the derivatives markets and potential changes in the regulation of funds using derivative instruments could limit the Fund's ability to pursue its investment strategies. The extent and impact of the regulation is not yet fully known and may not be for some time. New regulation may make derivatives more costly, may limit their availability, may disrupt markets, or may otherwise adversely affect their value or performance. In addition to other changes, these rules provide for central clearing of derivatives that in the past were traded exclusively over-the-counter and may increase costs and margin requirements, but are expected to reduce certain counterparty risks.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, the sub-advisor may wish to retain the Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. The Fund's ability to use derivatives may also be limited by certain regulatory and tax considerations. For example, the CFTC and the designated contract markets have established position limits for futures and option contracts that may restrict the ability of the Fund, or the Manager or sub-advisor entering trades on the Fund's behalf, to make certain trading decisions. The Fund may be subject to the risks associated with investments in those derivatives, including but not limited to the following:
Futures and Forward Contracts Risk. Futures and forward contracts, including NDFs, are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed amount of securities or other underlying assets at an agreed date or to buy or sell a specific currency at a future date at a price set at the time of the contract. There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes. There are no limitations on daily price movements of forward contracts. There can be no assurance that any strategy used will succeed. Not all forward contracts, including NDFs, require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. There may not be a liquid secondary market for the futures contracts. Forward currency transactions include the risks associated with fluctuations in currency. Interest rate and Treasury futures contracts expose the Fund to price fluctuations resulting from changes in interest rates. The Fund could suffer a loss if interest rates rise after the Fund has purchased an interest rate futures contract or fall after the Fund has sold an interest rate futures contract. Similarly, Treasury futures contracts expose the Fund to potential losses if interest rates do not move as expected. Equity index futures contracts expose the Fund to volatility in an underlying securities index.
Options Risk. The movements experienced by the Fund between the prices of options and prices of the assets (or indices) underlying such options, may differ from expectations, and may cause the Fund to not achieve its objective. The seller (writer) of a call option that is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying assets above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying assets above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase by such writer except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire investment in the call option. The seller (writer) of a put option that is covered (i.e., the writer has a short position in the underlying assets) assumes the risk of an increase in the market price of the underlying assets above the sales price (in establishing the short position) of the underlying assets plus the premium received, and gives up the opportunity for gain on the underlying assets below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying assets below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. In the event that an option on futures is exercised, the parties will be subject to all the risks associated with the trading of futures contracts, such as payment of variation margin deposits. In addition, the writer of an option, unlike the holder, generally is subject to initial and variation margin requirements on the option position. There can be no guarantee that the use of options will increase the Fund's return or income. In addition, there may be an imperfect correlation between the movement in prices of options and the securities underlying them, and there may at times not be a liquid secondary market for options.
Structured Notes Risk. Structured notes are derivative debt instruments with principal and/or interest payments linked to the value of a commodity, a foreign currency, an index of securities, an interest rate, or other financial indicators ("reference instruments"). The payments on a structured note may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared to a fixed interest rate, the exchange rates between two currencies, one or more securities or a securities or commodities index. If the underlying investment or index does not perform as anticipated, the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The movement of such factors may cause significant price fluctuations. A structured note may be positively or negatively indexed. For example, its principal amount and/or interest rate may increase or decrease if the value of the reference instrument increases, depending upon the terms of the instrument. Structured notes are subject to interest rate risk and market risk, and to all of the risks of their underlying securities and derivatives. They are also subject to credit risk with respect both to the issuer and, if applicable, to the underlying security or borrower. If the underlying investment or index does not perform as anticipated, the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The price of structured notes may be very volatile and they may have a limited trading market, making it difficult to value them or sell them at an acceptable price. In some cases, the Fund may enter into agreements with an issuer of structured notes to purchase minimum amounts of those notes over time.
Swap Agreement Risk. Swaps can involve greater risks than a direct investment in an underlying asset, because swaps typically include a certain amount of embedded leverage and as such are subject to leveraging risk. If swaps are used as a hedging strategy, the Fund is subject to the risk that the hedging strategy may not eliminate the risk that it is intended to offset, due to, among other reasons, a lack of correlation between the swaps and the portfolio of assets that the swaps are designed to hedge or replace. Swaps also may be difficult to value. Swaps may be subject to liquidity risk and counterparty risk. Swaps that are traded over-the-counter are not subject to standardized clearing requirements and may involve greater liquidity and counterparty risks. In addition, the Fund may invest in the following types of swaps:
Credit default swaps, which may be subject to credit risk and the risks associated with the purchase and sale of credit protection. With respect
to a credit default swap, if the Fund is selling credit protection, there is a risk the Fund is subject to many of the same risks it would
be if it were holding debt obligations of the issuer; however, the Fund would not have any recourse against such issuer and would not benefit from any
collateral securing such issuer's debt obligations. Therefore, when selling protection, the Fund could be forced to liquidate other assets upon the
occurrence of a credit event in order to pay the counterparty. There is also the risk that the transaction may be closed-out at a time when the credit quality
of the underlying investment has deteriorated, in which case the Fund may need to make an early termination payment. If the Fund is buying credit protection,
there is the risk that no credit event will occur and the Fund will receive no benefit (other than any hedging benefit) for the premium paid. There
is also the risk that the
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transaction may be closed-out at a time when the credit quality of the underlying investment has improved, in which case the
Fund may need to make an early termination payment.
Cross-currency swaps, which may be subject to currency risk and credit risk.
Interest rate swaps, which may be subject to interest rate risk and credit risk.
Total return swaps, which may be subject to credit risk and, if the underlying securities are bonds or other debt obligations, market risk and
interest rate risk.
Emerging Markets Risk
When investing in emerging markets, the risks of investing in foreign securities are heightened. Emerging markets have unique risks that are greater than, or in addition to, the risks associated with investing in developed markets because emerging markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other developed markets. There are also risks of: greater political uncertainties; an economy's dependence on revenues from particular commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential buyers for such securities, resulting in increased volatility and limited liquidity for emerging market securities; trading suspensions; and delays and disruptions in securities settlement procedures. The economies and political environments of emerging market countries tend to be more unstable than those of developed countries, resulting in more volatile rates of return than the developed markets and substantially greater risk to investors. The governments of emerging market countries may also be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets, and/or impose burdensome taxes that could adversely affect security prices. In addition, there may be less publicly available information about issuers in emerging markets than would be available about issuers 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 emerging market countries, fraud and corruption may be more prevalent than in developed market countries.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities, which may expose the Fund to the following additional risks:
Preferred Stocks Risk. Preferred securities, which are a form of hybrid security (i.e., a security with both debt and equity characteristics), may pay fixed or adjustable rates of return. If interest rates rise, the dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stocks may have mandatory sinking fund provisions, as well as provisions for their call or redemption prior to maturity which can have a negative effect on their prices when interest rates decline. Preferred stocks may be less liquid than common stocks and, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred stocks generally are payable at the discretion of an issuer and after required payments to bond holders. In certain situations, an issuer may call or redeem its preferred stock or convert it to common stock. The market prices of preferred stocks are generally more sensitive to actual or perceived changes in the issuer's financial condition or prospects than are the prices of debt securities. Issuers may threaten preferred stockholders with the cancellation of all dividends and liquidation preference rights in an attempt to force their conversion to less secure common stock. Certain preferred stocks are equity securities because they do not constitute a liability of the issuer and therefore do not offer the same degree of protection of capital or continuation of income as debt securities. The rights of preferred stock on distribution of a corporation's assets in the event of its liquidation are generally subordinated to the rights associated with a corporation's debt securities. Therefore, in the event of an issuer's bankruptcy, there is substantial risk that there will be nothing left to pay preferred stockholders after payments, if any, to bondholders have been made. Preferred stocks may also be subject to credit risk.
REITs Risk. REITs or other real estate-related securities are subject to the risks associated with direct ownership of real estate, including, among other risks: adverse developments affecting the real estate industry; declines in the value of real estate; changes in interest rates; risks related to general and local economic conditions; defaults by mortgagors or other borrowers and tenants; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; casualty or condemnation losses; and governmental actions, such as changes to tax laws, zoning regulations or environmental regulations. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and net capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate they own, e.g., apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs. All REITs are dependent on management skills, are subject to heavy cash flow dependency or self-liquidation and generally are not diversified. Equity REITs are affected by the changes in the value of the properties owned by the trust. Mortgage REITs are affected by the quality of the credit extended. Equity, mortgage and hybrid REITs may not be diversified with regard to the types of tenants, may not be diversified with regard to the geographic locations of the properties, and are subject to cash flow dependency and defaults by borrowers, and any REIT could fail to qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code, or to maintain its exemption from registration under the Investment Company Act. REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund's investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to indirectly paying Fund expenses. The value of REIT common stock may decline when interest rates rise.
Flexible Strategy Risk
The Fund may use a variety of investment strategies to achieve its investment objective. The sub-advisor does not attempt to keep the portfolio structure or the Fund's performance consistent with any designated stock, bond or market index, and during times of market rallies, the Fund may not perform as well as other funds that seek to outperform an index. Over time, the investment performance of flexible strategies is typically substantially independent of longer term movements in the stock and bond market. Interest rate levels and currency valuations will not always respond as the sub-advisor expects and portfolio securities may remain over- or under-valued.
Foreign Investing Risk
Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) different government regulation and supervision of foreign banks, stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets. There may be very limited oversight of certain foreign banks or securities depositories that hold foreign securities and currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank, depository, or their agents goes bankrupt. To the extent the Fund invests a significant portion of its assets in securities of a single country or region, it is more likely to be affected by events or conditions of that country or region.
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Hedging Risk
The Fund may enter into hedging transactions with the intention of reducing or controlling risk. It is possible that hedging strategies will not be effective in controlling risk, due to unexpected non-correlation (or even positive correlation) between the hedging instrument and the position being hedged, increasing, rather than reducing, both risk and losses. To the extent that the Fund enters into hedging transactions, the hedges will not be static but rather will need to be continually adjusted based on the sub-advisor's assessment of market conditions, as well as the expected degree of non-correlation between the hedges and the portfolio being hedged. The success of the Fund's hedging strategies will depend on the sub-advisor's ability to implement such strategies efficiently and cost-effectively, as well as on the accuracy of the sub-advisor's judgments concerning the hedging positions to be acquired by the Fund. A counterparty to a hedging transaction may be unable to honor its financial obligation to the Fund. In addition, the sub-advisor may be unable to close the transaction at the time it would like or at the price it believes the security is currently worth. The Fund may not, in general, attempt to hedge all market or other risks inherent in the Fund's investments, and may hedge certain risks only partially, if at all. Certain risks, either in respect of particular investments or in respect of the Fund's overall portfolio, may not be hedged, particularly if doing so is economically unattractive. As a result, various directional market risks may remain unhedged. Gains or losses from positions in hedging instruments may be much greater than the instrument's original cost. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument does not correlate to the risk sought to be hedged, the hedge might be unsuccessful. The use of hedges may fail to mitigate risks, reduce the Fund's return, or create a loss. In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its investments. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments.
High Portfolio Turnover Risk
Portfolio turnover is a measure of the Fund's trading activity over a one-year period. A portfolio turnover rate of 100% would indicate that the Fund sold and replaced the entire value of its securities holdings during the period. The Fund may engage in active and frequent trading and may have a high portfolio turnover rate, which could increase the Fund's transaction costs because of increased broker commissions resulting from such transactions. These costs are not reflected in the Fund's annual operating expenses or in the expense example, but they can have a negative impact on performance and generate higher capital gain distributions to shareholders than if the Fund had a low portfolio turnover rate. Frequent trading by the Fund could also result in increased realized net capital gains, distributions of which are taxable to the Fund's shareholders when Fund shares are held in a taxable account (including net short-term capital gain distributions, which are taxable to them as ordinary income).
High Yield Securities Risk
Exposure to high yield securities (commonly referred to as ''junk bonds'') generally involves significantly greater risks of loss of your money than an investment in investment-grade securities. Compared with issuers of investment grade securities, issuers of high yield securities are more likely to encounter financial difficulties and to be materially affected by these difficulties. High yield debt securities may fluctuate more widely in price and yield and may fall in price when the economy is weak or expected to become weak. These securities also may be difficult to sell at the time and price the Fund desires. High yield securities are considered to be speculative with respect to an issuer's ability to pay interest and principal and carry a greater risk that issuers of lower-rated securities will default on the timely payment of principal or interest. Rising interest rates may compound these difficulties and reduce an issuer's ability to repay principal and interest obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy. Issuers of securities that are in default or have defaulted may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. Below-investment-grade securities may experience greater price volatility and less liquidity than investment-grade securities.
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 the Fund. The lower rating of certain high yielding 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 credit rating agencies in their ratings of a fixed income security also may affect the value of these investments. However, allocating investments among securities of different issuers could 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 investment-grade investments, but more sensitive to adverse economic changes or individual corporate developments. During economic downturns or periods of rising interest rates, 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. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Additionally, accruals of interest income for the Fund may have to be adjusted in the event of default. In the event of an issuer's default, the Fund may write off prior income accruals for that issuer, resulting in a reduction in the Fund's current dividend payment. Frequently, the higher yields of high-yielding 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.
Illiquid and Restricted Securities Risk
Section 4(a)(2) securities and Rule 144A securities may not be listed on an exchange and may have no active trading market. The prices of these securities may be more difficult to determine than publicly traded securities and these securities may involve heightened risk as compared to investments in securities of publicly traded companies. They may be more difficult to purchase or sell at an advantageous time or price because such securities may not be readily marketable in broad public markets. The Fund may not be able to sell a Section 4(a)(2) security or a Rule 144A security when the sub-advisors consider it desirable to do so and/or may have to sell the security at a lower price than the Fund believes is its fair market value. Although there is a substantial institutional market for Section 4(a)(2) securities and Rule 144A securities, it is not possible to predict exactly how the market for such securities will develop. A Section 4(a)(2) security or Rule 144A security that was liquid at the time of purchase may subsequently become illiquid. In addition, transaction costs may be higher for restricted securities and the Fund may receive only limited information regarding the issuer of a restricted security. The Fund may have to bear the expense of registering Section 4(a)(2) securities and Rule 144A securities for resale and the risk of substantial delays in effecting the registration. If, during such a delay, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed at the time it decided to seek registration of the security.
Inflation Index-Linked Securities Risk
Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity, an inflation index-linked security provides principal payments and interest payments that vary as the principal and/or interest are adjusted over time to reflect a rise or a drop in the reference inflation-related index. For inflation index-linked debt securities for which repayment of the original principal upon maturity (as adjusted for inflation) is not guaranteed, the adjusted principal value of the securities repaid at maturity may be less than the original principal value. The value of inflation index-linked securities is expected to change in response to real interest rates. The price of an inflation index-linked security generally falls when real interest rates rise and rises when real interest rates fall. In periods of deflation, the Fund may have no income at all from such investments. Interest payments on such securities are unpredictable and will fluctuate as the principal and interest are adjusted to reflect movements in the inflation-related index. Any increase in the
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principal amount of an inflation index-linked security will be taxable as ordinary income, even though the Fund will not receive the increased principal until maturity.
Interest Rate Risk
Investments in investment-grade and non-investment grade fixed-income securities or derivatives that are influenced by interest rates are subject to interest rate risk. The value of the Fund's fixed-income investments typically will fall when interest rates rise. The Fund may be particularly sensitive to changes in interest rates if it invests in debt securities with intermediate and long terms to maturity. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. For example, if a bond has a duration of eight years, a 1% increase in interest rates could be expected to result in an 8% decrease in the value of the bond. Yields of debt securities will fluctuate over time. Following the financial crisis that started in 2008, the Federal Reserve attempted to stabilize the economy and support the economic recovery by keeping the federal funds rate (the interest rate at which depository institutions lend reserve balances to each other overnight) at or near zero percent. The Federal Reserve has raised the federal funds rate several times since December 2015 and may increase or decrease rates in the future. Interest rates may rise significantly and/or rapidly, potentially resulting in substantial losses to the Fund. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns. Certain European countries and Japan have recently experienced negative interest rates on deposits and debt securities have traded at negative yields. Negative interest rates may become more prevalent among non-U.S. issuers, and potentially within the United States. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates. To the extent the Fund holds an investment with a negative interest rate to maturity, the Fund would generate a negative return on that investment.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund should not be relied upon as a complete investment program. The share price of the Fund fluctuates, which means that when you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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. When the issuer of a security implements strategic initiatives, including mergers, acquisitions and dispositions, there is the risk that the market response to such initiatives will cause the share price of the issuer's securities to fall.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities, such as changes in technology and consumer tastes. Large market capitalization companies may be unable to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Leverage Risk
Financial leverage magnifies the exposure to the movement in prices of an asset or class of assets underlying a derivative instrument and may result in increased volatility, which means that the Fund will have the potential for greater losses than if the Fund does not use the derivative instruments that have a leveraging effect. Leverage may result in losses that exceed the amount originally invested and may accelerate the rate of losses. Leverage tends to magnify, sometimes significantly, the effect of any increase or decrease in the Fund's exposure to an asset or class of assets and may cause the Fund's NAV per share to be volatile. The Fund may experience leverage risk in connection with investments in derivatives because its investments in derivatives may be purchased with a fraction of the assets that would be needed to purchase the securities directly, so that the remainder of the assets may be invested in other investments. Such investments may have the effect of leveraging the Fund because the Fund may experience gains or losses not only on its investments in derivatives, but also on the investments purchased with the remainder of the assets. If the value of the Fund's investments in derivatives is increasing, this could be offset by declining values of the Fund's other investments. Conversely, it is possible that the rise in the value of the Fund's non-derivative investments could be offset by a decline in the value of the Fund's investments in derivatives. In either scenario, the Fund may experience losses. In a market where the value of the Fund's investments in derivatives is declining and the value of its other investments is declining, the Fund may experience substantial losses. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation requirements. In addition, the costs that the Fund pays to engage in these practices are additional costs borne by the Fund and could reduce or eliminate any net investment profits. There can be no assurance that the Fund's use of leverage will be successful.
LIBOR Risk
The Fund's investments, payment obligations and financing terms may be based on floating rates, such as London Interbank Offer Rate ("LIBOR"), Euro Interbank Offered Rate and other similar types of reference rates (each, a "Reference Rate"). In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Financing Rate ("SOFR"), which is intended to be a broad measure of overnight U.S. Treasury repurchase agreement rates, as an appropriate replacement for U.S. dollar LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, with the expectation that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets to replace sterling LIBOR. On July 27, 2017, the Chief Executive of the UK Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that the FCA will no longer persuade nor require banks to submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after 2021. This announcement and any additional regulatory or market changes may have an adverse impact on the Fund or its investments, including increased volatility or illiquidity in markets for instruments that rely on LIBOR.
In advance of 2021, regulators and market participants are working together to identify or develop successor Reference Rates. Additionally, prior to 2021, it is expected that market participants will focus on the transition mechanisms by which the Reference Rates in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of certain Reference Rates presents risks to the Fund. At this time, it is not possible to completely identify or predict the effect of any such changes, any establishment of alternative Reference Rates or any other reforms to Reference Rates that may be enacted in the UK or elsewhere. The elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other financial obligations held by the Fund or on its overall financial condition or results of operations. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund's performance and/or NAV.
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Liquidity Risk
When there is little or no active trading market for specific types of securities, it can become more difficult to purchase or sell the securities at or near their perceived value. During such periods, certain investments held by the Fund may be difficult or impossible to purchase or sell at favorable times or prices. As a result, the Fund may have to lower the price on certain securities that it is trying to sell, sell other securities instead or forgo an investment opportunity, any of which could have a negative effect on Fund management or performance. An inability to sell a portfolio position can adversely affect the Fund's NAV or prevent the Fund from being able to take advantage of other investment opportunities. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. Redemptions by a few large investors in the Fund at such times may have a significant adverse effect on the Fund's NAV per share and remaining Fund shareholders. In addition, the market-making capacity of dealers in certain types of securities has been reduced in recent years, in part as a result of structural and regulatory changes, such as fewer proprietary trading desks and increased regulatory capital requirements for broker-dealers. Further, many broker-dealers have reduced their inventory of certain debt securities. This could negatively affect the Fund's ability to buy or sell debt securities and increase the related volatility and trading costs. The Fund may lose money if it is forced to sell certain investments at unfavorable prices to meet redemption requests or other cash needs. For example, liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.
Loan Interests Risk
In making investments in loans that are made by banks or other financial intermediaries to borrowers, the Fund will depend primarily on the creditworthiness of the borrower for payment of principal and interest, and will also rely on the financial institution to make principal and interest payments to the Fund once it receives payment on the underlying loan or to pursue appropriate remedies against a borrower in the event that the borrower defaults, which may expose the Fund to the credit risk of both the financial institution that made the loan and the underlying borrower. The market for bank loans may not be highly liquid, and the Fund may have difficulty selling them. Unlike publicly traded common stocks which trade on national exchanges, there is no central place or exchange for loans, including bank loans and senior loans, to trade. Loans trade in an over-the-counter market, and confirmation and settlement, which are effected through standardized procedures and documentation, may take significantly longer than seven days to complete. Extended trade settlement periods may, in unusual market conditions with a high volume of shareholder redemptions, present a risk to shareholders regarding the Fund's ability to pay redemption proceeds within the allowable time periods stated in its prospectus. The secondary market for floating rate loans also may be subject to irregular trading activity and wide bid/ask spreads. The lack of an active trading market for certain loans may impair the ability of the Fund to sell its loan interests at a time when it may otherwise be desirable to do so or may require the Fund to sell them at prices that are less than what the Fund regards as their fair market value, which would cause a material decline in the Fund's NAV and may make it difficult to value such loans. Accordingly, loan interests may at times be illiquid. Restrictions on transfers in loan agreements, a lack of publicly available information and other factors may make bank loans more difficult to sell at an advantageous time or price than other types of securities or instruments. There may be less readily available information about loans. Interests in loans made to finance highly leveraged companies or transactions, such as corporate acquisitions, may be especially vulnerable to adverse changes in economic or market conditions. Interests in secured loans have the benefit of collateral and, typically, of restrictive covenants limiting the ability of the borrower to further encumber its assets. There is a risk that the value of any collateral securing a loan in which the Fund has an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In most loan agreements there is no formal requirement to pledge additional collateral. In the event the borrower defaults, the Fund's access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Further, in the event of a default, second lien secured loans will generally be paid only if the value of the collateral exceeds the amount of the borrower's obligations to the first lien secured lenders, and the remaining collateral may not be sufficient to cover the full amount owed on the loan in which the Fund has an interest. In addition, if a secured loan is foreclosed, the Fund would likely bear the costs and liabilities associated with owning and disposing of the collateral. The collateral may be difficult to sell and the Fund would bear the risk that the collateral may decline in value while the Fund is holding it. The Fund may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Fund normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Fund may acquire a participation interest in a loan that is held by another party. When the Fund's loan interest is a participation, the Fund may have less control over the exercise of remedies than the party selling the participation interest, and it normally would not have any direct rights against the borrower. As a participant, the Fund also would be subject to the risk that the party selling the participation interest would not remit the Fund's pro rata share of loan payments to the Fund. It may be difficult for the Fund to obtain an accurate picture of a lending bank's financial condition. Loan interests may not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the anti-fraud protections of the federal securities laws. The Fund also may be in possession of material non-public information about a borrower as a result of its ownership of a loan instrument of such borrower. Because of prohibitions on trading in securities of issuers while in possession of such information, the Fund might be unable to enter into a transaction in a security of that borrower when it would otherwise be advantageous to do so. Any steps taken to ensure that the Fund does not receive material non-public information about a security may have the effect of causing the Fund to have less information than other investors about certain interests in which it seeks to invest.
Market Risk
Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in certain instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In some cases, traditional market participants have been less willing to make a market in some types of debt instruments, which has affected the liquidity of those instruments. During times of market turmoil, investors tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise and the yields to decline. Reduced liquidity in fixed income and credit markets may negatively affect many issuers worldwide. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. A rise in protectionist trade policies, slowing global economic growth, risks associated with the United Kingdom's vote to leave the EU, the risk of a trade dispute between the United States and China, and the possibility of changes to some international trade agreements, could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the present time.
In response to the financial crisis, the U.S. and other governments, the Federal Reserve, and certain foreign central banks have taken steps to support financial markets. In some countries where economic conditions are recovering, they are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the crisis, or investor perception that such efforts are not succeeding, could adversely impact the value and liquidity of certain securities. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations, including changes in tax laws. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be fully known for some time. Regulatory changes are causing some financial services companies to exit long-standing lines of business, resulting in dislocations for other market participants.
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Prospectus – Additional Information About the Fund |
In addition, political and governmental events within the U.S. and abroad, such as the U.S. government's inability at times to agree on a long-term budget and deficit reduction plan, the threat of a federal government shutdown and threats not to increase the federal government's debt limit, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The U.S. government has reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. Markets may react strongly to expectations about the changes in these policies, which could increase volatility, especially if the market's expectations for changes in government policies are not borne out.
Changes in market conditions will not have the same impact on all types of securities. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact of a significant rate increase on various markets. For example, because investors may buy securities or other investments with borrowed money, a significant increase in interest rates may cause a decline in the markets for those investments. Regulators have expressed concern that rate increases may cause investors to sell fixed income securities faster than the market can absorb them, contributing to price volatility. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country's economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
The precise timing and the resulting impact of the United Kingdom's departure from the EU, commonly referred to as "Brexit," are not yet known. The effect on the United Kingdom's economy will likely depend on the nature of trade relations with the EU and other major economies following its exit, which are matters to be negotiated. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies, as well as the broader global economy for some time, which could significantly adversely affect the value of the Fund's investments in the United Kingdom and Europe.
Market Timing Risk
Because the Fund invests in foreign securities, or has exposure to foreign securities through the derivatives it holds, it is particularly subject to the risk of market timing activities. Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including (i) the dilution of the Fund's NAV, (ii) an increase in the Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Because of specific securities in which the Fund may invest, it could be subject to the risk of market timing activities by shareholders. Some examples of these types of securities are high yield and foreign securities. The limited trading activity of some high yield securities may result in market prices that do not reflect the true market value of these securities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, which is typically prior to the Fund's calculation of its NAV. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value high yield and foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the NAV of the Fund's shares. While the Manager monitors trading in the Fund, there is no guarantee that it can detect all market timing activities.
Mid-Capitalization Companies Risk
Investments in mid-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger, more established companies. Mid-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance can be more volatile and they may face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, mid-capitalization companies may have less market liquidity than large capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses, including, for example, advisory and administrative fees, charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund must rely on the investment company in which it invests to achieve its investment objective. If the investment company fails to achieve its investment objective, the value of the Fund's investment may decline, adversely affecting the Fund's performance. To the extent the Fund invests in other investment companies that invest in equity securities, fixed income securities and/or foreign securities, or that track an index, the Fund is subject to the risks associated with the underlying investments held by the investment company or the index fluctuations to which the investment company is subject. The Fund will be subject to the risks associated with investments in those companies, including but not limited to the following:
ETFs. ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF's shares may trade at a discount or premium to its NAV; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. An ETF that tracks an index may not precisely replicate the returns of its benchmark index. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their NAV and may not be liquid. ETFs have expenses associated with their operation, typically including advisory fees.
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Prepayment and Extension Risk
When interest rates fall, borrowers will generally repay the loans that underlie certain debt securities, especially mortgage-related and other types of asset backed securities, more quickly than expected, causing the issuer of the security to repay the principal prior to the security's expected maturity date. The Fund may need to reinvest the proceeds at a lower interest rate, reducing its income. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Fund buys those securities at a premium, accelerated prepayments on those securities could cause the Fund to lose a portion of its principal investment. The impact of prepayments on the price of a security may be difficult to predict and may increase the security's price volatility. Variable and floating rate securities may be less sensitive to prepayment risk. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only the prices but can also change the income flows and repayment assumptions about those investments. Extension risk is the risk that a decrease in prepayments may, as a result of higher interest rates or other factors, result in the extension of a security's effective maturity, heighten interest rate risk and increase the potential for a decline in its price.
Redemption Risk
The Fund may experience periods of heavy redemptions that could cause the Fund to sell assets at inopportune times or at a loss or depressed value. Redemption risk is greater to the extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons, or have unpredictable cash flow needs. A general rise in interest rates has the potential to cause investors to move out of fixed income
Prospectus – Additional Information About the Fund |
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securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed income securities. This, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed income securities, may result in decreased liquidity and increased volatility in the fixed income markets, and heightened redemption risk. Additionally, during periods of heavy redemptions, the Fund may borrow funds through the Fund's interfund credit facility, which may increase costs and heighten the Fund's redemption risk. Heavy redemptions, whether by a few large investors or many smaller investors, could hurt the Fund's performance. This risk is heightened if the Fund invests in emerging market securities, which are generally less liquid than the securities of U.S. and other developed markets. The sale of assets to meet redemption requests may create net capital gains or losses, which could cause the Fund to have to distribute substantial capital gains.
Sector Risk
Sector risk is the risk associated with the Fund holding a significant amount of investments in similar businesses, which would be similarly affected by particular economic or market events that may, in certain circumstances, cause the value of the equity and debt securities of companies in a particular sector of the market to change. To the extent the Fund has substantial holdings within a particular sector, the risks to the Fund associated with that sector increase. In addition, when the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The businesses that constitute a sector may all react the same way to economic, political or regulatory events. The Fund's performance could also be affected if the sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors may adversely affect performance.
Financial Sector Risk. Financial services companies are subject to extensive governmental regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when such companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities), or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition. Adverse economic, business or political developments could adversely affect financial institutions engaged in mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may decline substantially in value or may not perform to expectations. The portfolio managers' judgments about the attractiveness, value and anticipated price movements of a particular asset class or individual security may be incorrect, and there is no guarantee that individual securities will perform as anticipated. It may not be possible to predict, or to hedge against, a widening in the yield spread of the securities selected by the sub-advisor. This could result in the Fund's underperformance compared to other funds with similar investment objectives.
The prices of the instruments to be traded by the Fund have been subject to periods of excessive volatility in the past and such periods can be expected to recur. Price movements are influenced by many unpredictable factors, such as market sentiment, significant changes in inflation rates, interest rates, commodities, credit spreads, currencies and general economic and political conditions. Volatility can disrupt historical or theoretical pricing relationships, causing what should otherwise be comparatively low risk positions to incur losses. On the other hand, the lack of volatility can also result in losses for many of the Fund's strategies that are effectively "long" volatility. In periods of trendless and/or stagnant markets, the Fund's strategies may have materially diminished prospects for profitability. The majority of the investment strategies that are employed by the Fund rely for their profitability on market volatility contributing to the pricing inefficiencies that they are designed to identify.
Segregated Assets Risk
In connection with certain transactions that may give rise to future payment obligations, the Fund may be required to maintain a segregated amount of, or otherwise earmark, cash or liquid securities to cover the position. Segregated or earmarked securities cannot be sold while the position or transaction they are covering is outstanding, unless they are replaced with other securities of equal value. There is the possibility that the segregation or earmarking of a large percentage of the Fund's assets may, in some circumstances, limit the Fund's ability to take advantage of investment opportunities or meet redemption requests. In addition, the need to maintain cash or other liquid securities in segregated accounts could limit the Fund's ability to pursue other opportunities as they arise.
Short Position Risk
The Fund's short positions are speculative transactions and are subject to special risks. A short sale is effected by selling a security that the Fund does not own, or selling a security that the Fund owns but that it does not deliver upon consummation of the sale. In order to make delivery to the buyer of a security sold short, the Fund must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The Fund must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. Unless the Fund then owns or has the right to obtain, without payment, securities identical to those sold short, this obligation must be collateralized by a deposit of cash or marketable securities with the lender. Short selling is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. The Fund may enter into a short position through a forward commitment, a futures contract, an option, or a swap agreement. If the price of the security or derivative has increased during the time the Fund holds the short position, then the Fund will incur a loss equal to the increase in price from the time that the short position was entered into plus any premiums and interest paid to the third party. Therefore, short positions involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. The Fund's losses are potentially unlimited in a short position because the price appreciation of the security that the Fund is required to purchase is unlimited. There can be no assurance that the securities necessary to cover the short position will be available for purchase by the Fund. In addition, purchasing securities to close out the short position can itself cause the price of the relevant securities to rise further, thereby increasing any loss incurred by the Fund. Furthermore, the Fund may be forced to close out a short position prematurely if a counterparty from which the Fund borrowed securities demands their return, resulting in a loss on what might otherwise have been a profitable position. Short positions also include greater reliance on the sub-advisor's ability to accurately anticipate the future value of a security or instrument. In addition, because the Fund may invest the proceeds of a short sale, the Fund may be subject to the effect of leverage, in that short selling amplifies changes in the Fund's NAV since it increases the exposure of the Fund to the market and may increase losses and the volatility of returns. If such instruments are traded over-the-counter, there is the risk that the counterparty may fail to honor its contract terms, causing a loss to the Fund.
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Prospectus – Additional Information About the Fund |
Small-Capitalization Companies Risk
Investments in small-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger-capitalization and more established companies. Small-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance of small-capitalization companies can be more volatile and these companies may face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, small-capitalization companies may have less market liquidity than larger capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings. Generally, the smaller the company size, the greater these risks.
Sovereign and Quasi-Sovereign Debt Risk
An investment in sovereign and quasi-sovereign debt obligations involves special risks not present in corporate debt obligations. Sovereign and quasi-sovereign debt securities are issued or guaranteed by a sovereign government or entity affiliated with or backed by a sovereign government. The issuer of the sovereign or quasi-sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default. In addition, these investments are subject to risk of payment delays or defaults due to, among other things (1) country cash flow problems, (2) insufficient foreign currency reserves, (3) political considerations, (4) large debt positions relative to the country's economy, (5) policies toward foreign lenders or investors, (6) the failure to implement economic reforms required by the International Monetary Fund or other multilateral agencies, or (7) an inability or unwillingness to repay debts. It may be particularly difficult to enforce the rights of debt holders in emerging markets. A governmental entity that defaults on an obligation may request additional time in which to repay loans, may request to receive further loans, or may seek to restructure its obligations to reduce interest rates or outstanding principal. There is no legal process for collecting sovereign and quasi-sovereign debt that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. Sovereign and quasi-sovereign debt risk is increased for emerging markets issuers, which are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness.
Supranational Risk
Supranational organizations are entities designated or supported by a government or governmental group to promote economic development. Supranational organizations have no taxing authority and are dependent on their members for payments of interest and principal. There is no guarantee that the members will continue to make capital contributions. If such contributions are not made, the entity may be unable to pay interest or repay principal on its debt securities. Political changes in principal donor nations may also unexpectedly disrupt the finances of supranational entities. 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 entitled ''Currency Risk.''
Trust Preferred Securities Risk
Trust preferred securities are subject to market risk, interest rate risk and credit risk. Holders of the trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities prices fluctuate for several reasons, including changes in the financial condition of an issuer, investors' perception of the financial condition of an issuer, or the general economic condition of the market for trust preferred securities. In addition, trust preferred securities may be thinly traded and the Fund may not be able to dispose of them at a favorable price. Trust preferred securities may be issued in reliance on Rule 144A under the Securities Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as the Fund, to sell their holdings.
Unrated Securities Risk
Because the Fund may purchase securities that are not rated by any rating organization, the sub-advisor, after assessing their credit quality, may internally assign ratings to certain of those securities, in categories of those similar to those of rating organizations. Investing in unrated securities involves the risk that the sub-advisor may not accurately evaluate the security's comparative credit rating. To the extent that the Fund invests in unrated securities, the Fund's success in achieving its investment objective may depend more heavily on the sub-advisor's credit analysis than if the Fund invested exclusively in rated securities. Less public information is typically available about unrated securities or issuers. Some unrated securities may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. Unrated securities may also be subject to greater liquidity risk and price volatility.
U.S. Government Securities and Government-Sponsored Enterprises Risk
A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. The market prices for such securities are not guaranteed and will fluctuate. Additionally, circumstances could arise that would prevent the payment of interest or principal. This could result in losses to the Fund. Investments in securities issued by government-sponsored enterprises are debt obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury, such as those of the GNMA; (ii) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal Home Loan Bank and the Federal Farm Credit Banks; (iii) supported by the discretionary authority of the U.S. Government to purchase the agency obligations, such as those of Fannie Mae and Freddie Mac or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, to the extent the Fund holds securities of such issuer, it might not be able to recover its investment from the U.S. Government. U.S. Government securities and securities of government-sponsored entities are also subject to credit risk, interest rate risk and market risk.
U.S. Treasury Obligations Risk
Securities issued or guaranteed by the U.S. Treasury are backed by the "full faith and credit" of the United States; however, the U.S. government guarantees the securities only as to the timely payment of interest and principal when held to maturity, and the market prices of such securities may fluctuate. The value of U.S. Treasury obligations may vary due to changes in interest rates. In addition, changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund's investments in obligations issued by the U.S. Treasury to decline. Certain political events in the U.S., such as a prolonged government shut down, may also cause investors to lose confidence in the U.S. government and may cause the value of U.S. Treasury obligations to decline.
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Because U.S. Treasury securities trade actively outside the United States, their prices may also rise and fall as changes in global economic conditions affect the demand for these securities.
Valuation Risk
This is the risk that the Fund has valued a security at a price different from the price at which it can be sold. This risk may be especially pronounced for investments that may be illiquid or may become illiquid and for securities that trade in relatively thin markets and/or markets that experience extreme volatility. The Fund's ability to value its 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 conditions make it difficult to value certain investments, the Fund may value these investments using more subjective methods, such as fair-value methodologies. Investors who purchase or redeem Fund shares on days when the 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 Fund had not fair-valued the securities or had used a different valuation methodology. 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 the Fund determines its NAV. The Fund's ability to value its 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.
Variable and Floating Rate Securities Risk
The coupons on variable and floating rate securities in which the Fund may invest are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate such as a money-market index, LIBOR or a Treasury bill rate. Variable and floating rate securities are subject to interest rate risk and may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation, or for other reasons. As short-term interest rates decline, the coupons on variable and floating rate securities typically should decrease. Alternatively, during periods of rising interest rates, changes in the coupons of variable and floating rate securities may lag behind changes in market rates or may have limits on the maximum increases in the coupon rates. The value of variable and floating rate securities may decline if their coupons do not rise as much, or as quickly, as interest rates in general. Conversely, variable and floating rate securities will not generally increase in value if interest rates decline. Variable and floating rate securities are less effective than fixed rate securities at locking in a particular yield and may be subject to credit risk. Certain types of floating rate instruments may also be subject to greater liquidity risk than other debt securities.
Additional Information About Performance Benchmarks
The Fund's annual total return is compared to the ICE BofA Merrill Lynch U.S. Dollar LIBOR 3-Month Constant Maturity Index and the Bloomberg Barclays Global Aggregate Index. Set forth below is additional information regarding the indices to which the Fund's performance is compared.
The ICE BofA Merrill Lynch U.S. Dollar LIBOR 3-Month Constant Maturity Index tracks the performance of a synthetic asset paying LIBOR to a stated maturity. The index is based on the assumed purchase at par of a synthetic instrument having exactly its stated maturity and with a coupon equal to that day's fixing rate. That issue is assumed to be sold the following business day (at a yield equal to the current day fixing rate) and rolled into a new instrument.
The Bloomberg Barclays Global Aggregate Index tracks the performance of global investment-grade debt, including treasury, government-related, corporate and securitized fixed-rate bonds, denominated in local currencies from developed and emerging markets issuers. Securities must have at least one year until final maturity, or average life as applicable, and must meet minimum issue size criteria.
Notice Regarding Index Data
Certain indices and index data included as a data reference are the property of ICE Data Indices, LLC ("ICE DATA") and used under license. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING with regard to THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM. NEITHER ICE DATA, nor ITS AFFILIATES OR THEIR RESPECTIVE THIRD PARTY PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY WITH RESPECT TO THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDICES OR THE INDEX DATA OR ANY COMPONENT THEREOF. THE INDICES AND INDEX DATA AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE IS AT YOUR OWN RISK. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DO NOT SPONSOR, ENDORSE, OR RECOMMEND AMERICAN BEACON FUNDS, OR ANY OF ITS PRODUCTS OR SERVICES.
Fund Management
The Manager
AMERICAN BEACON ADVISORS, INC. (the "Manager") serves as the Manager and administrator of the Fund(s). The Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039, is an indirect wholly-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P.
The Manager was organized in 1986 to provide investment management, advisory, and administrative services. The Manager is registered as an investment adviser under the Advisers Act. The Manager, on behalf of the Fund, has filed a notice claiming the CFTC Regulation 4.5 exclusion from registration as a CPO under the Commodity Exchange Act, and the Manager is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund.
For the fiscal year ended June 30, 2019, the Fund paid aggregate management fees to the Manager and investment advisory fees to the sub-advisor(s) of 0.32% of the Fund's average daily net assets, net of waivers.
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays 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. The SEC has granted exemptive relief that permits the 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.
As of the date of this Prospectus, the Fund does not intend to engage in securities lending activities.
A discussion of the Board's consideration and approval of the Management Agreement between the Fund and the Manager and the Investment Advisory Agreement among the Trust, on behalf of the Fund, the sub-advisor and the Manager is available in the Fund's Annual Report for the fiscal year ended June 30, 2019.
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The Manager has contractually agreed to waive fees and/or reimburse expenses of the following share classes to the extent that Total Annual Fund Operating Expenses exceed a percentage of that class' average daily net assets (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses) through October 31, 2020 as follows:
Contractual Expense Limitations
American Beacon Fund |
A Class |
C Class |
Y Class |
Institutional Class |
Investor Class |
Ultra Class |
American Beacon TwentyFour Strategic Income Fund% |
1.12% |
1.87% |
0.82% |
0.72% |
1.09% |
0.67% |
The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Board has approved a policy whereby the Manager may seek repayment 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of recoupment. Please refer to the "Fund Summary— Fees and Expenses of the Fund" section for additional information.
The Sub-Advisor
Set forth below is a brief description of the sub-advisor and the portfolio managers with joint and primary responsibility for the day-to-day management of the Fund. The SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Fund and their compensation.
TwentyFour Asset Management (US) LP ("TwentyFour"), 1540 Broadway, New York, NY, 10036, is an investment advisory firm formed in 2016. TwentyFour is a Limited Partnership that is owned by a General Partner, TwentyFour Asset Management (US) Holdings LLC and a Limited Partner, TwentyFour Asset Management LLP ("TwentyFour AM"), which was formed in 2008 and is authorized and regulated in the UK by the Financial Conduct Authority. TwentyFour AM is majority-owned by Vontobel Holdings AG. As of September 30, 2019, TwentyFour AM had assets under management of $18.6 billion.
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio.
Mark Holman is a Portfolio Manager and TwentyFour AM's Chief Executive Officer. He is one of the founding partners of TwentyFour AM since 2008. Mr. Holman is on the firm's Executive Committee, which leads responsibility for the day-to-day management of the firm and is on the Board of Directors, which sets the overall strategy and direction of the business. He is also on the Investment Committee, which sets the overall risk bias for the portfolios managed by the firm, and is a key member of the firm's Multi-Sector Bond team. Since 1988, Mr. Holman has developed an expertise in fixed income markets across a variety of senior roles in asset management and investment banking, including leadership positions at Barclays Capital, Lehman Brothers and Morgan Stanley.
Gary Kirk is a Portfolio Manager and one of the founding partners of TwentyFour AM since 2008. He is on the firm's Investment Committee, which sets the overall risk bias for the portfolios managed by the firm, and his main responsibility is managing the firm's Multi-Sector Bond team. Since 1988, Mr. Kirk has developed an expertise in fixed income markets across a variety of senior roles in asset management and investment banking, including leadership positions at Daiwa Capital, Royal Bank of Canada, CDC Group and Wachovia Bank. Mr. Kirk graduated in Biochemistry from the University of London.
Eoin Walsh is a Portfolio Manager and one of the founding partners of TwentyFour AM since 2008. He is on the firm's Investment Committee, which sets the overall risk bias for the portfolios managed by the firm, and his main responsibility is managing the firm's Multi-Sector Bond team. Since 1998, Mr. Walsh has developed an expertise in fixed income markets across a variety of roles including at Citigroup Alternative Investments where he managed over $75 billion of fixed income assets. Mr. Walsh graduated in Accounting & Economics from the University of Limerick.
Pierre Beniguel is a Portfolio Manager in TwentyFour AM's Multi-Sector Bond team since 2014. He also manages foreign currency hedging and daily funding for a number of funds and managed accounts. He has over five years of experience, prior to TwentyFour AM, in fixed income and previously worked in WestLB's credit trading and special situations divisions. Mr. Beniguel graduated in Mathematics & Economics from University College London.
Felipe Villarroel is a Portfolio Manager and a partner of TwentyFour AM. Mr. Villarroel joined TwentyFour AM in 2011 and is a member of the Investment Committee. Prior to joining TwentyFour AM, Mr. Villarroel worked as an Asset Allocation and Strategy Analyst at Celfin Capital in Chile, now part of the BTG Pactual group. There, Mr. Villarroel took an active role in developing the team's strategic view of the global macro economy and asset classes. Mr. Villarroel graduated from Pontificia Universidad Catolica de Chile with a Bachelor's degree in Economics and Business Administration before obtaining a master's in Finance from the London Business School. Mr. Villarroel is also a CFA Charterholder.
TwentyFour AM is considered a participating affiliate of TwentyFour pursuant to applicable regulatory guidance and Messrs. Holman, Kirk, Walsh, Beniguel and Villarroel are considered to be "supervised persons" of TwentyFour, as the term is defined in the Advisers Act.
Valuation of Shares
The price of the Fund's shares is based on its NAV. The Fund's NAV per share is computed by adding total assets, subtracting all of the Fund's liabilities, and dividing the result by the total number of shares outstanding.
The NAV per share of each class of the Fund's shares is determined based on a pro rata allocation of the Fund's investment income, expenses and total capital gains and losses. The Fund's NAV per share is determined each business day as of the regular close of trading on the NYSE, which is typically 4:00 p.m. Eastern Time. However, if trading on the NYSE closes at a time other than 4:00 p.m. Eastern Time, the Fund's NAV per share typically would still be determined as of the regular close of trading on the NYSE. The Fund does not price its shares on days that the NYSE is closed. Foreign exchanges may permit trading in foreign securities on days when the Fund is not open for business, which may result in the value of the Fund's portfolio investments being affected at a time when you are unable to buy or sell shares.
Equity securities and certain derivative instruments that are traded on an exchange are valued based on market value. Certain derivative instruments (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. The price of debt securities generally is determined using pricing services or quotes obtained from broker/dealers who may consider a number of inputs and factors, such as comparable characteristics, yield curve, credit spreads, estimated default rates, coupon rates, underlying collateral and estimated cash flow. Investments in other mutual funds are valued at the closing NAV per share of the mutual funds on the day of valuation. Equity securities, including shares of closed-end funds and ETFs, are valued at the last sale price or official closing price.
Prospectus – Fund Management |
27 |
The valuation of securities traded on foreign markets and certain fixed income securities will generally be based on prices determined as of the earlier closing time of the markets on which they primarily trade, unless a significant event has occurred. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. Eastern Time.
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board of Trustees, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when: (i) trading for a security is restricted or stopped; (ii) a security's trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security's true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by the Fund occurs after the close of a related exchange but before the determination of the Fund's NAV per share, fair value pricing may be used on the affected security or securities. Securities of small capitalization companies are also more likely to require a fair value determination using these procedures because they are more thinly traded and less liquid than the securities of larger capitalization companies. The Fund may fair value securities as a result of significant events occurring after the close of the foreign markets in which it invests. In addition, the Fund may invest in illiquid securities requiring these procedures.
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Fund's fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Fund's fair valuation procedures. You may view the Fund's most recent NAV per share at www.americanbeaconfunds.com by clicking on ‘‘Quick Links'' and then ‘‘Daily NAVs.''
About Your Investment
Choosing Your Share Class
The Fund offers various classes of shares. Each share class of the Fund represents an investment in the same portfolio of securities for the Fund, but each class has its own expense structure and combination of purchase restrictions, sales charges and ongoing fees, allowing you to choose the class that best fits your situation.
Factors you should consider when choosing a class of shares include:
How long you expect to own the shares;
How much you intend to invest;
Total expenses associated with owning shares of each class;
Whether you qualify for any reduction or waiver of sales charges;
Whether you plan to take any distributions in the near future; and
Availability of share classes.
Each investor's financial considerations are different. You should speak with your financial adviser to help you decide which share class is best for you.
A Class Charges and Waivers
The table below shows the amount of sales charges you will pay on purchases of A Class shares of the Fund both as a percentage of offering price and as a percentage of the amount you invest. The sales charge differs depending upon the amount you invest and may be reduced or eliminated for larger purchases as indicated below. If you invest more, the sales charge will be lower.
Any applicable sales charge will be deducted directly from your investment. Because of rounding of the calculation in determining the sales charges, you may pay more or less than what is shown in the table below. Shares acquired through reinvestment of dividends or other distributions are not subject to a front-end sales charge. You may qualify for a reduced sales charge or the sales charge may be waived as described below in ‘‘A Class Sales Charge Reductions and Waivers.''
Amount of Sale/ Account Value |
As a % of Offering Price |
As a % of Investment |
Dealer Commission as a % of Offering Price |
Less than $100,000 |
3.75% |
3.90% |
3.00% |
$100,000 but less than $250,000 |
3.25% |
3.36% |
2.55% |
$250,000 but less than $500,000 |
2.25% |
2.30% |
1.65% |
$500,000 but less than $1 million |
1.75% |
1.78% |
1.25% |
$1 million and above |
0.00% |
0.00% |
|
No initial sales charge applies on purchases of $1,000,000 or more. A CDSC of 0.50% of the offering price will be charged on purchases of $1,000,000 or more that are redeemed in whole or in part within eighteen (18) months of purchase.
See ‘‘Dealer Concessions on A Class Purchases Without a Front-End Sales Charge''.
Resolute Investment Distributors, Inc. ("RID" or ‘‘Distributor'') retains any portion of the commissions that are not paid to financial intermediaries to solely pay distribution-related expenses.
A Class Sales Charge Reductions and Waivers
A shareholder may qualify for a waiver or reduction in sales charges under certain circumstances. To receive a waiver or reduction in your A Class sales charge, you must advise the Fund's transfer agent, your broker-dealer or other financial intermediary of your eligibility at the time of purchase. If you, or your financial intermediary, do not let the Fund's transfer agent know that you are eligible for a reduction, you may not receive a sales charge discount to which you are otherwise entitled.
Waiver of Sales Charges
There is no sales charge if you invest $1 million or more in A Class shares of the Fund.
Sales charges also may be waived for certain shareholders or transactions, such as:
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Prospectus – About Your Investment |
The Manager or its affiliates;
Present and former directors, trustees, officers, employees of the Manager, the Manager's parent company, and the American Beacon Funds (and their ‘‘immediate family'' as defined in the SAI), and retirement plans established by them for their employees;
Registered representatives or employees of intermediaries that have selling agreement with the Fund;
Shares acquired through merger or acquisition;
Insurance company separate accounts;
Employer-sponsored retirement plans;
Dividend reinvestment programs;
Purchases through certain fee-based programs under which investors pay advisory fees that may be offered through selected registered investment advisers, broker-dealers, and other financial intermediaries;
Shareholders that purchase the Fund through a financial intermediary that offers our A Class shares uniformly on a ‘‘no load'' (or reduced load) basis to you and all similarly situated customers of the intermediary in accordance with the intermediary's prescribed fee schedule for purchases of fund shares;
Mutual fund shares exchanged from an existing position in the same fund as part of a share class conversion instituted by an intermediary; and
Reinvestment of proceeds within 90 days of a redemption from A Class account (see Redemption Policies for more information).
The availability of A Class shares sales charge waivers may depend upon the policies, procedures, and trading platform of your financial intermediary.
Reduced Sales Charges
Under a ‘‘Rights of Accumulation Program,'' a ‘‘Letter of Intent'' or through ‘‘Concurrent Purchases'' you may be eligible to buy A Class shares of the Fund at the reduced sales charge rates that would apply to a larger purchase. The Fund reserves the right to modify or to cease offering these programs at any time.
This information is available, free of charge, on the Fund's website, www.americanbeaconfunds.com or call (800) 658-5811 or consult with your financial advisor.
Dealer Concessions on A Class Purchases Without a Front-End Sales Charge
Brokers who initiate and are responsible for purchases of $1,000,000 or more of A Class shares of the Fund may receive a dealer concession from the Fund's Distributor of 0.50% of the offering price. If a client or broker is unable to provide account verification on purchases of $1,000,000 or more, the dealer concession will be forfeited by the broker and front-end sales loads will apply. Dealer concessions will not be paid on shares purchased by exchange or shares that were previously subject to a front-end sales charge or dealer concession. Dealer concessions will be paid only on eligible purchases where the applicability of the CDSC can be monitored. Purchases eligible for sales charge waivers as described under ‘‘A Class Sales Charge Reductions and Waivers'' are not eligible for dealer concessions on purchases of $1,000,000 or more.
Rights of Accumulation Program
Under the Rights of Accumulation Program, you may qualify for a reduced sales charge for A Class shares by aggregating all of your investments held in certain accounts (‘'Qualified Accounts''). The following Qualified Accounts holding any share class of the American Beacon Funds may be grouped together to qualify for the reduced sales charge under the Rights of Accumulation Program or Letter of Intent:
Accounts owned by you, your spouse or your minor children under the age of 21, including trust or other fiduciary accounts in which you, your spouse or your minor children are the beneficiary;
UTMAs/UGMAs;
IRAs, including traditional, Roth, SEP and SIMPLE IRAs; and
Coverdell Education Savings Accounts or qualified 529 plans.
A fiduciary can apply a right of accumulation to all shares purchased for a trust, estate or other fiduciary account that has multiple accounts.
You must notify your financial intermediary or the Fund's transfer agent, in the case of shares held directly with the Fund, at the time of purchase that a purchase qualifies for a reduced sales charge under the Rights of Accumulation Program. In addition, you must provide either a list of account numbers or copies of account statements verifying your qualification. You may combine the historical cost or current market value, as of the day prior to your additional American Beacon Funds' purchase (whichever is higher) of your existing American Beacon Funds' mutual fund with the amount of your current purchase in order to take advantage of the reduced sales charge. Historical cost is the price you actually paid for the shares you own, plus your reinvested dividends and other distributions. If you are using historical cost to qualify for a reduced sales charge, you should retain any records to substantiate your historical costs since the Fund, its transfer agent or your financial intermediary may not maintain this information.
If your shares are held through financial intermediaries and/or in a retirement account (such as a 401(k) or employee benefit plan), you may combine the current market value of your existing American Beacon Funds mutual fund investment with the amount of your current purchase in order to take advantage of the reduced sales charge. You or your financial intermediary must notify the Fund's transfer agent at the time of purchase that a purchase qualifies for a reduced sales charge and provide copies of account statements dated within three months of your current purchase verifying your qualification.
Upon receipt of the above referenced supporting documentation, the financial intermediary or the Fund's transfer agent will calculate the combined value of all of your Qualified Accounts to determine if the current purchase is eligible for a reduced sales charge. Purchases made for nominee or street name accounts (securities held in the name of a dealer or another nominee such as a bank trust department instead of the customer) may not be aggregated with purchases for other accounts and may not be aggregated with other nominee or street name accounts unless otherwise qualified as described above.
Letter of Intent
If you plan to invest at least $50,000 (excluding any reinvestment of dividends and other distributions) during the next 13 months in any class of the Fund, you may qualify for a reduced sales charge for purchases of A Class shares by completing the Letter of Intent section of your account application.
A Letter of Intent indicates your intent to purchase at least $50,000 in any class of the American Beacon Funds over the next 13 months in exchange for a reduced A Class sales charge indicated on the above tables. The minimum initial investment under a Letter of Intent is $2,500. You are not obligated to purchase additional shares if you complete a Letter of Intent. However, if you do not buy enough shares to qualify for the projected level of sales charge by the end of the 13-month period (or when you sell your shares, if earlier), your sales charge will be recalculated to reflect your actual purchase level. During the term of the Letter of Intent, shares representing 5% of your intended purchase will be held in escrow. If you do not purchase enough shares during the 13-month period to qualify for the projected reduced sales charge, the additional sales charge will be deducted from your account. If you have purchased shares of any American Beacon mutual fund within 90 days prior to signing a Letter of Intent, they may be included as part of your intended purchase, however,
Prospectus – About Your Investment |
29 |
previous purchase transactions will not be recalculated with the proposed new breakpoint. You must provide either a list of account numbers or copies of account statements verifying your purchases within the past 90 days.
Concurrent Purchases
You may combine simultaneous purchases in shares of any of the American Beacon Funds to qualify for a reduced charge.
CDSC — A Class Shares
Unless a waiver applies, investors who purchase $1,000,000 or more of A Class shares of the Fund (and, thus, pay no initial sales charge) will be subject to a 0.50% CDSC if those shares are redeemed within 18 months after they are purchased. The CDSC does not apply if you are otherwise eligible to purchase A Class shares without an initial sales charge or are eligible for one of the waivers described herein or in the SAI.
CDSC— C Class Shares
If you redeem C Class shares within 12 months of purchase, you may be charged a CDSC of 1%. The CDSC generally will be deducted from your redemption proceeds. In some circumstances, you may be eligible for one of the waivers described herein or in the SAI. You must advise the transfer agent of your eligibility for a waiver when you place your redemption request.
How CDSCs will be Calculated
The amount of the CDSC will be based on the market value of the redeemed shares at the time of the redemption or the original purchase price, whichever is lower. Because of the rounding of the calculation in determining the CDSC, you may pay more or less than the indicated rate. Your CDSC holding period is based upon the date of your purchase. The CDSCs will be deducted from the proceeds of your redemption, not from amounts remaining in your account. A CDSC is not imposed on any increase in NAV per share over the initial purchase price or shares you received through the reinvestment of dividends or other distributions.
To keep your CDSC as low as possible, each time you place a request to sell shares, the Fund will redeem your shares in the following order:
shares acquired by the reinvestment of dividends or other distributions;
other shares that are not subject to the CDSC;
shares held the longest during the holding period.
Waiver of CDSCs — A and C Class Shares
A shareholder may qualify for a CDSC waiver under certain circumstances. To have your CDSC waived, you must advise the Fund's transfer agent, your broker-dealer or other financial intermediary of your eligibility at the time of redemption. If you or your financial intermediary do not let the Fund's transfer agent know that you are eligible for a waiver, you may not receive a waiver to which might otherwise be otherwise entitled.
The CDSC may be waived if:
The redemption is due to a shareholder's death or post-purchase disability;
The redemption is from a systematic withdrawal plan and represents no more than 10% of your annual account value;
The redemption is a benefit payment made from a qualified retirement plan, unless the redemption is due to the termination of the plan or the transfer of the plan to another financial institution;
The redemption is for a "required minimum distribution" from a traditional IRA after age 701/2;
The redemption is due to involuntary redemptions by the Fund as a result of your account not meeting the minimum balance requirements, the termination and liquidation of the Fund, or other actions;
The redemption is from accounts for which the broker-dealer of record has entered into a written agreement with the Distributor (or Manager) allowing this waiver;
The redemption is to return excess contributions made to a retirement plan; or
The redemption is to return contributions made due to a mistake of fact.
The SAI contains further details about the CDSC and the conditions for waiving the CDSC.
Information regarding CDSC waivers for A and C Class shares is available, free of charge, on the Fund's website. Please visit www.americanbeaconfunds.com. You may also call (800) 658-5811 or consult with your financial advisor.
Sales Charge Waivers and Reductions Available Through Certain Financial Intermediaries
The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the Fund or through a financial intermediary. Different intermediaries may impose different sales charges (including potential reductions in or waivers of sales charges). Such intermediary-specific sales charge variations are described in Appendix A to this Prospectus, entitled "Intermediary Sales Charge Discounts and Waivers." Appendix A is incorporated herein by reference (is legally a part of this Prospectus).
In all instances, it is the purchaser's responsibility to notify the Fund or the purchaser's financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive these waivers or discounts.
Conversion of C Class Shares to A Class Shares
C Class shares convert automatically into A Class shares ten (10) years after the initial date of purchase or, if you acquired your C Class shares through an exchange or conversion from another share class, ten (10) years after the date you acquired your C Class shares. When C Class shares that you acquired through a purchase or exchange convert, any other C Class shares that you purchased with reinvested dividends and distributions also will convert into A Class shares on a pro rata basis. A shorter holding period may also apply depending on your intermediary. Please see "Appendix A—Intermediary Sales Charge Discounts and Waivers" in this Prospectus.
Purchase and Redemption of Shares
Eligibility
The A Class, C Class, Y Class, Institutional Class, Investor Class, and Ultra Class shares offered in this Prospectus are available to eligible investors who meet the minimum initial investment. American Beacon Funds do not accept accounts registered to foreign individuals or entities, including foreign correspondent
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Prospectus – About Your Investment |
accounts. The Fund does not conduct operations and is not offered for purchase outside of the United States. Ultra Class Shares are not currently offered for sale in all states.
Subject to your eligibility, you may invest in the Fund directly or through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans.
If you invest directly with the Fund, the fees and policies with respect to the Fund's shares that are outlined in this Prospectus are set by the Fund. The Manager and the Fund are not responsible for determining the suitability of the Fund or a share class for any investor.
Because in most cases it is more advantageous for investors using an intermediary to purchase A Class shares than C Class shares for amounts of $1,000,000 or more, the Fund will decline a request to purchase C Class shares for $1,000,000 or more.
If you invest through a financial intermediary, most of the information you will need for managing your investment will come from your financial intermediary. This includes information on how to buy, sell and exchange shares of the Fund. If you establish an account through a financial intermediary, the investment minimums described in this section may not apply. Investors investing in the Fund through a financial intermediary should consult with their financial intermediary to ensure they obtain any proper ‘‘breakpoint'' discount and regarding the differences between available share classes. Your broker-dealer or financial intermediary also may charge fees that are in addition to those described in this Prospectus. Please contact your intermediary for information regarding investment minimums, how to purchase and redeem shares and applicable fees.
Minimum Investment Amount by Share Class
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
C |
$1,000 |
$50 |
$250 |
A, Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Ultra* |
$350,000,000 |
$50 |
None |
* Ultra Class shares are not currently offered for sale in all states.
Investor Class shares are also available to traditional IRA or Roth IRA shareholders investing directly in the Fund. The minimum investment is $2,500. A traditional IRA or Roth IRA invested directly will be charged an annual maintenance fee of $15.00 by the Custodian.
The Manager may allow a reasonable period of time after opening a Y Class, Institutional Class, or Ultra Class account for the investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial advisors who make investments for a group of clients, the minimum initial investment can be met through aggregated purchase orders for more than one client.
Opening an Account
You may open an account through your broker-dealer or other financial intermediary. Please contact your financial intermediary for more information on how to open an account. Shares you purchase through your broker-dealer will normally be held in your account with that firm.
To open an account directly with the Fund, a completed, signed application is required. You may obtain an account application from the Fund's website www.americanbeaconfunds.com or by calling 1-800-658-5811. Institutional shareholders should call 1-800-967-9009.
Complete the application, sign it and send it:
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, you will be asked for information that will allow the Fund or your financial institution to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, and taxpayer identification numbers on the account or other documentation. The Fund is required by law to reject your new account application if the required identifying information is not provided.
The Fund reserves the right to liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Fund or a financial institution is unable to verify the shareholder's identity within three days of account opening.
Purchase Policies
Shares of the Fund are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the NYSE (whichever comes first) on each day on which the NYSE is open for business. If a purchase order is received by the Fund in good order prior to the Fund's deadline, the purchase price will be the NAV per share next determined on that day, plus any applicable sales charges. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business plus any applicable sales charges. Shares of the Fund will only be issued against full payment, as described more fully in this Prospectus and SAI.
The Fund has authorized certain third party financial intermediaries, such as broker-dealers, insurance companies, third-party administrators and trust companies, to receive purchase and redemption orders on behalf of the Fund and to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund's next determined NAV per share after receipt by the financial intermediary or its designee. It is the responsibility of your broker-dealer or financial intermediary to transmit orders that will be received by the Fund in proper form and in a timely manner. The Fund is not responsible for the failure of a broker-dealer or financial intermediary to transmit a purchase order in proper form and in a timely manner.
Prospectus – About Your Investment |
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Fund shares may be purchased only in U.S. States and Territories in which they can be legally sold. Prospective investors should inquire as to whether shares of the Fund are available for offer and sale in their jurisdiction. The Fund reserves the right to refuse purchases if, in the judgment of the Fund, the transaction would adversely affect the Fund and its shareholders. The Fund has the right to reject any purchase order or cease offering any or all classes of shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Fund will not accept ‘‘starter'' checks, credit card checks, money orders, cashier's checks, or third-party checks.
If your payment is not received and collected, your purchase may be cancelled and you could be liable for any losses or fees the Fund or the Manager has incurred. Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted or canceled and the monies may be withheld.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Redemption Policies
If you purchased shares of the Fund through your financial intermediary, please contact your broker-dealer or other financial intermediary to sell shares of the Fund.
The redemption price will be the NAV per share next determined after a redemption request is received in good order, minus any applicable CDSC and/or redemption fees. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first).
Wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first) generally are transmitted to shareholders on the next day the Fund is open for business. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check or pre-authorized automatic investment may be delayed until the funds have cleared, which may take up to ten days.
You may, within 90 days of redemption, reinvest all or part of the proceeds of your redemption of A or C Class shares of the Fund, without incurring any applicable additional sales charge, in the same class of another American Beacon Fund, by sending a written request and a check to your financial intermediary or directly to the Fund. Reinvestment must be into the same account from which you redeemed the shares or received the distribution. Proceeds from a redemption and all dividend payments and other distributions will be reinvested in the same share class from which the original redemption or distribution was made. Reinvestment will be at the NAV per share next calculated after the Fund receives your request. You must notify the Fund and your financial intermediary at the time of investment if you decide to exercise this privilege.
The Fund reserves the right to suspend redemptions or postpone the date of payment for more than seven days (i) when the NYSE is closed (other than for customary weekend and holiday closings); (ii) when trading on the NYSE is restricted; (iii) when the SEC determines that an emergency exists so that disposal of the Fund's investments or determination of its NAV per share is not reasonably practicable; or (iv) by order of the SEC for protection of the Fund's shareholders.
Although the Fund intends to redeem shares by paying out available cash, cash generated by selling portfolio holdings (including cash equivalent portfolio holdings), or funds borrowed through the Fund's interfund credit facility, in stressed market conditions and other appropriate circumstances, the Fund reserves the right to pay the redemption price in whole or in part by borrowing funds from external parties or distributing securities or other assets held by the Fund. To the extent that the 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.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Exchange Policies
If you purchased shares of the Fund through your financial intermediary, please contact your financial intermediary to determine if you may take advantage of the exchange policies described in this section and for its policies to effect an exchange.
Shares of any class of the Fund may be exchanged for shares of the same class of another American Beacon Fund under certain limited circumstances. Since an exchange involves a concurrent redemption and purchase, please review the sections titled ‘‘Redemption Policies'' and ‘‘Purchase Policies'' for additional limitations that apply to redemptions and purchases. There is no front-end sales charge on exchanges between A Class shares of the Fund for A Class shares of another fund. Shares otherwise subject to a CDSC will not be charged a CDSC in an exchange of shares of another fund that has a CDSC. However, shares exchanged between funds that impose a CDSC will be charged a CDSC if redeemed within 12 months or 18 months, as applicable, of the purchase of the initial shares.
Before exchanging shares, shareholders should consider how the exchange may affect any CDSC that might be imposed on the subsequent redemption of remaining shares.
If Fund shares were purchased by check, a shareholder must have owned those shares for at least ten days prior to exchanging out of the Fund and into another fund.
The eligibility and minimum investment requirement must be met for the class into which the shareholder is exchanging. Fund shares may be acquired through exchange only in U.S. states and Territories in which they can be legally sold. The Fund reserves the right to charge a fee and to modify or terminate the exchange privilege at any time. The Fund reserves the right to refuse exchange requests if, in the judgment of the Fund, the transaction would adversely affect the Fund and its shareholders. Please refer to the section titled "Frequent Trading and Market Timing" for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Shares of any class of the Fund may be converted to shares of another class of the Fund under certain limited circumstances. For federal income tax purposes, the conversion of shares of one share class of the Fund to shares of a different share class of the Fund will not result in the realization of a capital gain or loss. However, an exchange of shares of the Fund for shares of a different American Beacon Fund generally is considered a redemption and a concurrent purchase, respectively, and thus may result in the realization of capital gain or loss for those purposes.
How to Purchase, Redeem or Exchange Shares
If your account is through a broker-dealer or other financial intermediary, please contact them directly to purchase, redeem or exchange shares of the Fund. Your broker-dealer or financial intermediary can help you open a new account, review your financial needs and formulate long-term investment goals and
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Prospectus – About Your Investment |
objectives. Your broker-dealer or financial intermediary will transmit your request to the Fund and may charge you a fee for this service. The Fund will not accept a purchase order of $1,000,000 or more for C Class shares if the purchase is known to be on behalf of a single investor (not including dealer "street name" or omnibus accounts). Dealers, other financial intermediaries or fiduciaries purchasing shares for their customers are responsible for determining the suitability of a particular share class for an investor. You should include the following information with any order:
Your name/account registration
Your account number
Type of transaction requested
Fund name(s) and fund numbers
Dollar amount or number of shares
Transactions for direct shareholders are conducted through:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class Only)
|
|
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American Beacon Funds
PO Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
Purchases by Wire:
Send a bank wire to State Street Bank and Trust Co. with these instructions:
ABA# 0110-0002-8; AC-9905-342-3,
Attn: American Beacon Funds
the fund name and fund number, and
shareholder account number and registration.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
C |
$1,000 |
$50 |
$250 |
A, Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Ultra* |
$350,000,000 |
$50 |
None |
* Ultra Class shares are not currently offered for sale in all states.
Redemption proceeds will be mailed to the account of record or transmitted to commercial bank designated on the account application form.
Supporting documents may be required for redemptions by estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Redemption requests must also include authorized signature(s) of all persons required to sign for the account. Call 1-800-658-5811 for instructions.
To protect the Fund and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
for an account whose address has changed within the last 30 days if proceeds are sent by check.
The Fund only accepts STAMP 2000 Medallion signature guarantees, which may be obtained at participating banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
Payments to Financial Intermediaries
For certain share classes, the Fund and/or the Manager (and/or the Manager's affiliates), at their own expense, may pay compensation to financial intermediaries for shareholder-related services and, if applicable, distribution-related services, including administrative, sub-transfer agency type, recordkeeping and shareholder communication services. For example, compensation may be paid to make Fund shares available to sales representatives and/or customers of a fund supermarket platform or similar program sponsor or for services provided in connection with such fund supermarket platforms and programs.
The amount of compensation paid to different financial intermediaries may differ. The compensation paid to a financial intermediary may be based on a variety of factors, including average assets under management in accounts distributed and/or serviced by the financial intermediary, gross sales by the financial intermediary and/or the number of accounts serviced by the financial intermediary that invest in the Fund. To the extent that the Fund pays any such compensation, it is designed to compensate the financial intermediary for providing services that would otherwise be provided by the Manager, the Fund or its transfer agent. To the extent the Manager or its affiliates pay such compensation, it would likely include amounts from that party's own resources and constitute what is sometimes referred to as ‘‘revenue sharing.''
Compensation received by a financial intermediary from the Fund, the Manager or an affiliate of the Manager may include payments for marketing and/or training expenses incurred by the financial intermediary, including expenses incurred by the financial intermediary in educating (itself and) its salespersons with respect to Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars regarding the
Prospectus – About Your Investment |
33 |
Fund, including travel and lodging expenses. It may also cover costs incurred by financial intermediaries in connection with their efforts to sell Fund shares, including costs incurred compensating (registered) sales representatives and preparing, printing and distributing sales literature.
Any compensation received by a financial intermediary, whether from the Fund or the Manager and/or its affiliates, and the prospect of receiving it may provide the financial intermediary with an incentive to recommend the shares of the Fund, or a certain class of shares of the Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate the prominence of the Fund within its organization by, for example, placing it on a list of preferred funds. You can contact your financial intermediary for details about any such payments it receives from the Manager, its affiliates and/or the Fund, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Prospectus.
Additional Payments with Respect to Y Class Shares
Y Class shares may also be available on brokerage platforms of firms that have agreements with the Fund's distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Y Class shares in these programs may be required to pay a commission and/or other forms of compensation to the broker. Shares of the Fund are available in other share classes that have different fees and expenses.
General Policies
If a shareholder's account balance falls below the following minimum levels, the shareholder may be asked to increase the balance.
Share Class |
Account Balance |
C |
$1,000 |
A, Investor |
$2,500 |
Y |
$25,000 |
Institutional |
$75,000 |
Ultra |
$175,000,000 |
If the account balance remains below the applicable minimum account balance after 45 days, the Fund reserves the right to close the account and send the proceeds to the shareholder. The Fund reserves the authority to modify minimum account balances in its discretion.
An SVP stamp or notary stamp may be required in order to change an account's registration or banking instructions. You may obtain a SVP stamp at participating banks, broker-dealers and credit unions, but not from a notary public. The SVP stamp is analogous to the STAMP 2000 Medallion guarantee in that it is provided at similar institutions. However, it is used only for non-financial transactions.
The following policies apply to instructions you may provide to the Fund by telephone:
The Fund, its officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
The Fund employs procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
The Fund reserves the right to:
liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Fund or a financial institution are unable to verify the shareholder's identity within three business days of account opening,
seek reimbursement from the shareholder for any related loss incurred by the Fund if payment for the purchase of Fund shares by check does not clear the shareholder's bank, and
reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by the Fund if funds are not received by the applicable wire deadline.
A shareholder will not be required to pay a CDSC when the registration for A Class or C Class shares is transferred to the name of another person or entity. The transfer may occur by absolute assignment, gift or bequest, as long as it does not involve, directly or indirectly, a public sale of the shares. When A Class or C Class shares are transferred, any applicable CDSC will continue to apply to the transferred shares and will be calculated as if the transferee had acquired the shares in the same manner and at the same time as the transferring shareholder.
Escheatment
Please be advised that certain state escheatment laws may require the Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property unless you contact the Fund. Many states have added ‘‘inactivity'' or the absence of customer-initiated contact as a component of their rules and guidelines for the escheatment of unclaimed property. These states consider property to be abandoned when there is no shareholder-initiated activity on an account for at least three (3) to five (5) years.
Depending on the laws in your jurisdiction, customer-initiated contact might be achieved by one of the following methods:
Send a letter to American Beacon Funds via the United States Post Office,
Speak to a Customer Service Representative on the phone after you go through a security verification process. For residents of certain states, contact cannot be made by phone but must be in writing or through the Fund's secure web application,
Access your account through the Fund's secure web application,
Cashing checks that are received and are made payable to the owner of the account.
The Fund, the Manager, and the Transfer Agent will not be liable to shareholders or their representatives for good faith compliance with escheatment laws. To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer's and/or Controller's Offices. If you do not hold your shares directly with the Fund, you should contact your broker-dealer, retirement plan, or other third-party intermediary regarding applicable state escheatment laws.
Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder's account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder's location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. The completed designation form may be mailed to the below address.
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Prospectus – About Your Investment |
Contact information:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
1-800-658-5811
www.americanbeaconfunds.com
Frequent Trading and Market Timing
Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including: (i) the dilution of the Fund's NAV per share, (ii) an increase in the Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund's NAV per share is known as market timing.
The Fund's Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. Shareholders may transact one ‘‘round trip'' in the Fund in any rolling 90-day period. A ‘‘round trip'' is defined as two transactions, each in an opposite direction. A round trip may involve either (i) a purchase or exchange into the Fund followed by a redemption or exchange out of the Fund or (ii) a redemption or exchange out of the Fund followed by a purchase or exchange into the Fund. If the Manager detects that a shareholder has exceeded one round trip in the Fund in any rolling 90-day period, the Manager, without prior notice to the shareholder, may prohibit the shareholder from making further purchases of the Fund. In general, the Fund reserves the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing, regardless of whether the shareholder's activity violates any policy stated in this Prospectus. Additionally, the Manager may in its discretion, reject any purchase or exchange into the Fund from any individual investor, institutional investor, or group whose trading activity could disrupt the management of the Fund or dilute the value of the Fund's shares, including collective trading (e.g., following the advice of an investment newsletter). Such investors may be barred from future purchases of American Beacon Funds.
The round-trip limit does not apply to the following transaction types:
shares acquired through the reinvestment of dividends and other distributions;
systematic purchases and redemptions;
shares redeemed to return excess IRA contributions; or
certain transactions made within a retirement or employee benefit plan, such as payroll contributions, minimum required distributions, loans, and hardship withdrawals, or other transactions that are initiated by a party other than the plan participant.
Financial intermediaries that offer Fund shares, such as broker-dealers, third-party administrators of retirement plans, and trust companies, will be asked to enforce the Fund's policies to discourage frequent trading and market timing by investors. However, certain intermediaries that offer Fund shares have informed the Fund that they are currently unable to enforce the Fund's policies on an automated basis. In those instances, the Manager will monitor trading activity of the intermediary in an attempt to detect patterns of activity that indicate frequent trading or market timing by underlying investors. In some cases, intermediaries that offer Fund shares have their own policies to deter frequent trading and market timing that differ from the Fund's policies. The Fund may defer to an intermediary's policies. For more information, please contact the financial intermediary through which you invest in the Fund.
The Manager monitors trading activity in the Fund to attempt to identify shareholders engaged in frequent trading or market timing. The Manager may exclude transactions below a certain dollar amount from monitoring and may change that dollar amount from time to time. The ability of the Manager to detect frequent trading and market timing activity by investors who own shares through an intermediary is dependent upon the intermediary's provision of information necessary to identify transactions by the underlying investors. The Fund has entered into agreements with the intermediaries that service the Fund's investors, pursuant to which the intermediaries agree to provide information on investor transactions to the Fund and to act on the Fund's instructions to restrict transactions by investors who the Manager has identified as having violated the Fund's policies and procedures to deter frequent trading and market timing.
Wrap programs offered by certain intermediaries may be designated ‘‘Qualified Wrap Programs'' by the Fund based on specific criteria established by the Fund and a certification by the intermediary that the criteria have been met. A Qualified Wrap Program is a wrap program whose sponsoring intermediary: (i) certifies that it has investment discretion over $50 million or more in client assets invested in mutual funds at the time of the certification, (ii) certifies that it directs transactions in accounts participating in the wrap program(s) in concert with changes in a model portfolio, (iii) provides the Manager a description of the wrap program(s), and (iv) managed by an intermediary that agrees to provide the Manager sufficient information to identify individual accounts in the intermediary's wrap program(s). For purposes of applying the round-trip limit, transactions initiated by clients invested in a Qualified Wrap Program will not be matched to transactions initiated by the intermediary sponsoring the Qualified Wrap Program. For example, a client's purchase of the Fund followed within 90 days by the intermediary's redemption of the same Fund would not be considered a round trip. However, transactions initiated by a Qualified Wrap Program client are subject to the round-trip limit and will be matched to determine if the client has exceeded the round-trip limit. In addition, the Manager will monitor transactions initiated by Qualified Wrap Program intermediaries to determine whether any intermediary has engaged in frequent trading or market timing. If the Manager determines that an intermediary has engaged in activity that is harmful to the Fund, the Manager will revoke the intermediary's Qualified Wrap Program status. Upon termination of status as a Qualified Wrap Program, all account transactions will be matched for purposes of testing compliance with the Fund's frequent trading and market timing policies, including any applicable redemption fees.
The Fund reserves the right to modify the frequent trading and market timing policies and procedures and grant or eliminate waivers to such policies and procedures at any time without advance notice to shareholders. There can be no assurance that the Fund's policies and procedures to deter frequent trading and market timing will have the intended effect or that the Manager will be able to detect frequent trading and market timing.
Distributions and Taxes
The Fund distributes most or all of its net earnings and realized gains, if any, each taxable year in the form of dividends from net investment income ("dividends") on a monthly basis and distributions of realized net capital gains ("capital gains distributions") and net gains from foreign currency transactions (sometimes referred to below collectively as "other distributions") on an annual basis (and dividends, capital gains distributions, and other distributions are sometimes referred to below collectively as "distributions"). Different tax treatment applies to different types of distributions (as described in the table below).
The Fund does not have a fixed dividend rate and does not guarantee that it will pay any distributions in any particular period. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the services and/or fees applicable to certain classes of shares. Any dividends are paid monthly, and capital gains distributions, and other distributions are paid annually.
Prospectus – About Your Investment |
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Options for Receiving Dividends and Other Distributions
When you open your Fund account, you can specify on your application how you want to receive distributions. To change that option, you must notify the transfer agent. Unless you instruct otherwise in your account application, distributions payable to you by the Fund will be reinvested in additional shares of the distributing class of the Fund. There are four payment options available:
Reinvest All Distributions. You can elect to reinvest all distributions by the Fund in additional shares of the distributing class of the Fund.
Reinvest Only Some Distributions. You can elect to reinvest some types of distributions by the Fund in additional shares of the distributing class of the Fund while receiving the other types of distributions by the Fund by check or having them sent directly to your bank account by ACH ("in cash").
Receive All Distributions in Cash. You can elect to receive all distributions in cash.
Reinvest Your Distributions in shares of another American Beacon Fund. You can reinvest all of your distributions by the Fund on a particular class of shares in shares of the same class of another American Beacon Fund that is available for exchanges. You must have an existing account in the same share class of the selected fund.
Distributions of Fund income are generally taxable to you regardless of the manner in which received or reinvested.
If you invest directly with the Fund, any election to receive distributions payable by check will only apply to distributions totaling $10.00 or more. Any distribution by the Fund totaling less than $10.00 will be reinvested in shares of the distributing class of the Fund and will not be paid to you by check.
If you elect to receive a distribution by check and the U.S. Postal Service cannot deliver your check, or if your check remains uncashed for at least six months, the Fund reserves the right to reinvest the amount of your check, and to reinvest all subsequent distributions, in shares of the distributing class of the Fund at the NAV per share on the day of the reinvestment. Interest will not accrue on amounts represented by uncashed distribution or redemption checks.
Shareholders investing in the Fund through a financial intermediary should discuss their options for receiving distributions with the intermediary.
Taxes
Fund distributions are taxable to shareholders other than tax-qualified retirement plans and accounts and other tax-exempt investors. However, the portion of the Fund's dividends derived from its investments in U.S. Government obligations, if any, is generally exempt from state and local income taxes. Fund dividends, except those that are "qualified dividend income" (as described below), are subject to federal income tax at the rates for ordinary income contained in the Internal Revenue Code. The following table outlines the typical status of transactions in taxable accounts:
* Whether reinvested or taken in cash.
** Except for dividends that are attributable to ‘‘qualified dividend income,'' if any.
To the extent distributions are attributable to net capital gain that the Fund recognizes they are subject to a 15% maximum federal income tax rate for individual and certain other non-corporate shareholders (each, an ‘‘individual'') (20% for individuals with taxable income exceeding certain thresholds, which are indexed for inflation annually), regardless of how long the shareholder held his or her Fund shares. A portion of the dividends the Fund pays to individuals may be QDI and thus eligible for the preferential rates, mentioned above, that apply to net capital gain. QDI is the aggregate of dividends the Fund receives on shares of most domestic corporations (excluding most distributions from REITs) and certain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions. To be eligible for those rates, a shareholder must meet similar restrictions with respect to his or her Fund shares.
A portion of the dividends the Fund pays may also be eligible for the dividends-received deduction allowed to corporations ("DRD"), subject to similar holding period and other restrictions, but the eligible portion may not exceed the aggregate dividends the Fund receives from domestic corporations only.
The Fund does not expect a substantial part of its dividends to qualify as QDI or be eligible for the DRD.
A shareholder may realize a taxable gain or loss when redeeming or exchanging shares. That gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% and 20% tax rates mentioned above.
A shareholder who wants to use an acceptable basis determination method with respect to Fund shares other than the average basis method (the Fund's default method) must elect to do so in writing, which may be electronic. The Fund, or its administrative agent, must report to the Internal Revenue Service and furnish to its shareholders the basis information for dispositions of Fund shares. See "Tax Information" in the SAI for a description of the rules regarding that election and the Fund's reporting obligation.
An individual must pay a 3.8% tax on the lesser of (1) the individual's ‘‘net investment income,'' which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of Fund shares, or (2) the excess of the individual's ‘‘modified adjusted gross income'' over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this tax may have on their investment in Fund shares.
Each year, the Fund's shareholders will receive tax information regarding Fund distributions and dispositions of Fund shares to assist them in preparing their income tax returns.
Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code generally allows individuals and certain other non-corporate entities a deduction for 20% of (1) "qualified REIT dividends" and (2) "qualified publicly traded partnership income" (such as income from MLPs). Recently issued proposed Treasury regulations (having current effect) permit a RIC to pass the character of its qualified REIT dividends through to
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Prospectus – About Your Investment |
its shareholders provided certain holding period requirements are met. As a result, a shareholder in the Fund will be eligible to receive the benefit of the same 20% deduction with respect to the Fund's REIT-based dividends as is available to an investor who directly invests in REITs. There currently is no similar pass-through of the 20% deduction with respect to a RIC's qualified publicly traded partnership income
The foregoing is only a summary of some of the important federal income tax considerations that may affect Fund shareholders, who should consult their tax advisers regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Fund.
Additional Information
The Fund's Board of Trustees oversees generally the operations of the Fund. The Trust enters into contractual arrangements with various parties, including among others, the Fund's manager, sub-advisor(s), custodian, transfer agent, and accountants, who provide services to the Fund. Shareholders are not parties to any such contractual arrangements and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Fund that you should consider in determining whether to purchase Fund shares. Neither this Prospectus nor the SAI is intended, or should be read, to be or create an agreement or contract between the Trust or the Fund and any investor, or to create any rights in any shareholder or other person other than any rights under federal or state law that may not be waived. Nothing in this Prospectus, the SAI or the Fund's reports to shareholders is intended to provide investment advice and should not be construed as investment advice.
Distribution and Service Plans
The Fund has adopted separate Distribution Plans for its A Class and C Class shares in accordance with Rule 12b-1 under the Investment Company Act, which allows the A Class and C Class shares to pay distribution and other fees for the sale of Fund shares and for other services provided to shareholders. Each Plan also authorizes the use of any fees received by the Manager in accordance with the Management Agreement, and any fees received by the sub-advisor pursuant to its Investment Advisory Agreement with the Manager, to be used for the sale and distribution of Fund shares. The Plans provide that the A Class shares of the Fund will pay up to 0.25% per annum of the average daily net assets attributable to the A Class and the C Class shares of the Fund will pay up to 1.00% per annum of the average daily net assets attributable to the C Class, to the Manager (or another entity approved by the Board). Because these fees are paid out of the Fund's A Class and C Class assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
The Fund has also adopted a shareholder services plan for its A Class, C Class and Investor Class shares for certain non-distribution shareholder services provided by financial intermediaries. The shareholder services plan authorizes annual payment of up to 0.25% of the average daily net assets attributable to the A Class shares, up to 0.25% of the average daily net assets attributable to the C Class shares, and up to 0.375% of the average daily net assets attributable to the Investor Class shares. In addition, the Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional Class shares of the Fund.
Portfolio Holdings
A complete list of the Fund's holdings is made available on the Fund's website on a quarterly basis approximately sixty days after the end of each calendar quarter and remains available for six months thereafter. A list of the Fund's ten largest holdings is made available on the Fund's website on a quarterly basis. The ten largest holdings of the Fund are generally posted to the website approximately fifteen days after the end of each calendar quarter and remain available until the next quarter. To access the holdings information, go to www.americanbeaconfunds.com. The Fund's ten largest holdings may also be accessed by selecting the Fund's fact sheet.
A description of the Fund's policies and procedures regarding the disclosure of portfolio holdings is available in the SAI, which you may access on the Fund's website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.
Delivery of Documents
If you are interested in electronic delivery of the Fund's summary prospectus and shareholder reports, please go to www.americanbeaconfunds.com and click on ‘‘Quick Links'' and then ‘‘Register for E-Delivery.''
To reduce expenses, your financial institution may mail only one copy of the summary prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
Financial Highlights
The financial highlights tables are intended to help you understand the Fund's financial performance for the period of the Fund's operations. Certain information reflects financial results for a single Fund share.
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions). The information in the financial highlights has been derived from the Fund's financial statements audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the Fund's financial statements, is included in the Fund's Annual Report, which you may obtain upon request.
Prospectus – Additional Information |
37 |
American Beacon TwentyFour Strategic Income Fund |
||
|
A Class |
|
For a share outstanding throughout the period: |
October 29, 2018A to June 30, 2019 |
|
Net asset value, beginning of period |
$9.95 |
|
Income (loss) from investment operations: |
|
|
Net investment income |
0.33 |
|
Net gains on investments (both realized and unrealized) |
0.26 |
|
Total income (loss) from investment operations |
0.59 |
|
Less distributions: |
|
|
Dividends from net investment income |
(0.37 |
) |
Distributions from net realized gains |
(0.01 |
) |
Total distributions |
(0.38 |
) |
Net asset value, end of period |
$10.16 |
|
Total returnC |
6.18 |
%B |
Ratios and supplemental data: |
|
|
Net assets, end of period |
$6,270,835 |
|
Ratios to average net assets: |
|
|
Expenses, before reimbursements |
1.78 |
%D |
Expenses, net of reimbursements |
1.12 |
%D |
Net investment income, before expense reimbursements |
3.30 |
%D |
Net investment income, net of reimbursements |
3.96 |
%D |
Portfolio turnover rate |
198 |
% |
A |
Commencement of operations. |
B |
Not annualized. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Annualized. |
38 |
Prospectus – Additional Information |
American Beacon TwentyFour Strategic Income Fund |
||
|
C Class |
|
For a share outstanding throughout the period: |
October 29, 2018A to June 30, 2019 |
|
Net asset value, beginning of period |
$9.95 |
|
Income (loss) from investment operations: |
|
|
Net investment income |
0.24 |
|
Net gains on investments (both realized and unrealized) |
0.30 |
|
Total income (loss) from investment operations |
0.54 |
|
Less distributions: |
|
|
Dividends from net investment income |
(0.34 |
) |
Distributions from net realized gains |
(0.01 |
) |
Total distributions |
(0.35 |
) |
Net asset value, end of period |
$10.14 |
|
Total returnB |
5.63 |
%C |
Ratios and supplemental data: |
|
|
Net assets, end of period |
$1,659,229 |
|
Ratios to average net assets: |
|
|
Expenses, before reimbursements |
2.58 |
%D |
Expenses, net of reimbursements |
1.87 |
%D |
Net investment income, before expense reimbursements |
2.50 |
%D |
Net investment income, net of reimbursements |
3.20 |
%D |
Portfolio turnover rate |
198 |
% |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Not annualized. |
D |
Annualized. |
Prospectus – Additional Information |
39 |
American Beacon TwentyFour Strategic Income Fund |
||||||
|
Y Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
April 3, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.06 |
|
$10.16 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.42 |
|
0.46 |
|
0.11 |
|
Net gains (losses) on investments (both realized and unrealized) |
0.27 |
|
(0.11 |
) |
0.14 |
|
Total income (loss) from investment operations |
0.69 |
|
0.35 |
|
0.25 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.52 |
) |
(0.45 |
) |
– |
|
Distributions from net realized gains |
(0.01 |
) |
– |
|
– |
|
Tax return of capitalB |
– |
|
– |
|
(0.09 |
) |
Total distributions |
(0.53 |
) |
(0.45 |
) |
(0.09 |
) |
Net asset value, end of period |
$10.22 |
|
$10.06 |
|
$10.16 |
|
Total returnD |
7.18 |
% |
3.49 |
% |
2.48 |
%C |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$38,664,428 |
|
$22,277,957 |
|
$657,411 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
1.42 |
% |
1.78 |
% |
7.64 |
%E |
Expenses, net of reimbursements |
0.82 |
% |
0.82 |
% |
0.82 |
%E |
Net investment income (loss), before expense reimbursements |
3.60 |
% |
3.25 |
% |
(2.94 |
)%E |
Net investment income, net of reimbursements |
4.20 |
% |
4.21 |
% |
3.88 |
%E |
Portfolio turnover rate |
198 |
% |
135 |
% |
27 |
%C |
A |
Commencement of operations. |
B |
Tax return of capital is calculated based on shares outstanding at the time of distribution. |
C |
Not annualized. |
D |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
E |
Annualized. |
40 |
Prospectus – Additional Information |
American Beacon TwentyFour Strategic Income Fund |
||||||
|
Institutional Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
April 3, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.07 |
|
$10.17 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.43 |
B |
0.44 |
|
0.20 |
|
Net gains (losses) on investments (both realized and unrealized) |
0.27 |
|
(0.09 |
) |
0.06 |
|
Total income (loss) from investment operations |
0.70 |
|
0.35 |
|
0.26 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.52 |
) |
(0.45 |
) |
– |
|
Distributions from net realized gains |
(0.01 |
) |
– |
|
– |
|
Tax return of capitalC |
– |
|
– |
|
(0.09 |
) |
Total distributions |
(0.53 |
) |
(0.45 |
) |
(0.09 |
) |
Net asset value, end of period |
$10.24 |
|
$10.07 |
|
$10.17 |
|
Total returnE |
7.27 |
% |
3.49 |
% |
2.58 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$8,968,940 |
|
$6,460,768 |
|
$102,562 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
1.22 |
% |
1.74 |
% |
9.14 |
%F |
Expenses, net of reimbursements |
0.72 |
% |
0.72 |
% |
0.72 |
%F |
Net investment income (loss), before expense reimbursements |
3.81 |
% |
3.22 |
% |
(3.68 |
)%F |
Net investment income, net of reimbursements |
4.31 |
% |
4.24 |
% |
4.74 |
%F |
Portfolio turnover rate |
198 |
% |
135 |
% |
27 |
%D |
A |
Commencement of operations. |
B |
Per share amounts have been calculated using the average shares method. |
C |
Tax return of capital is calculated based on shares outstanding at the time of distribution. |
D |
Not annualized. |
E |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
F |
Annualized. |
Prospectus – Additional Information |
41 |
American Beacon TwentyFour Strategic Income Fund |
||||||
|
Investor Class |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
April 3, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.02 |
|
$10.16 |
|
$10.00 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
Net investment income |
0.38 |
|
0.43 |
|
0.14 |
|
Net gains (losses) on investments (both realized and unrealized) |
0.27 |
|
(0.12 |
) |
0.11 |
|
Total income (loss) from investment operations |
0.65 |
|
0.31 |
|
0.25 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.51 |
) |
(0.45 |
) |
– |
|
Distributions from net realized gains |
(0.01 |
) |
– |
|
– |
|
Tax return of capitalB |
– |
|
– |
|
(0.09 |
) |
Total distributions |
(0.52 |
) |
(0.45 |
) |
(0.09 |
) |
Net asset value, end of period |
$10.15 |
|
$10.02 |
|
$10.16 |
|
Total returnD |
6.84 |
% |
3.09 |
% |
2.48 |
%C |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$1,422,906 |
|
$1,271,611 |
|
$240,201 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
1.69 |
% |
2.16 |
% |
10.00 |
%E |
Expenses, net of reimbursements |
1.09 |
% |
1.09 |
% |
1.09 |
%E |
Net investment income (loss), before expense reimbursements |
3.30 |
% |
2.89 |
% |
(4.86 |
)%E |
Net investment income, net of reimbursements |
3.90 |
% |
3.96 |
% |
4.06 |
%E |
Portfolio turnover rate |
198 |
% |
135 |
% |
27 |
%C |
A |
Commencement of operations. |
B |
Tax return of capital is calculated based on shares outstanding at the time of distribution. |
C |
Not annualized. |
D |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
E |
Annualized. |
42 |
Prospectus – Additional Information |
American Beacon TwentyFour Strategic Income Fund |
||||||
|
Ultra |
|||||
For a share outstanding throughout the period: |
Year Ended June 30, 2019 |
Year Ended June 30, 2018 |
April 3, 2017A to June 30, 2017 |
|||
Net asset value, beginning of period |
$10.08 |
|
$10.17 |
|
$10.00 |
|
Income from investment operations: |
|
|
|
|
|
|
Net investment income |
0.44 |
|
0.47 |
|
0.21 |
|
Net gains (losses) on investments (both realized and unrealized) |
0.26 |
|
(0.11 |
) |
0.05 |
|
Total income (loss) from investment operations |
0.70 |
|
0.36 |
|
0.26 |
|
Less distributions: |
|
|
|
|
|
|
Dividends from net investment income |
(0.52 |
) |
(0.45 |
) |
– |
|
Distributions from net realized gains |
(0.01 |
) |
– |
|
– |
|
Tax return of capitalB |
– |
|
– |
|
(0.09 |
) |
Total distributions |
(0.53 |
) |
(0.45 |
) |
(0.09 |
) |
Net asset value, end of period |
$10.25 |
|
$10.08 |
|
$10.17 |
|
Total returnC |
7.27 |
% |
3.59 |
% |
2.58 |
%D |
Ratios and supplemental data: |
|
|
|
|
|
|
Net assets, end of period |
$9,784,614 |
|
$9,114,222 |
|
$15,077,638 |
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses, before reimbursements |
1.32 |
% |
1.73 |
% |
4.61 |
%E |
Expenses, net of reimbursements |
0.67 |
% |
0.67 |
% |
0.69 |
%E |
Net investment income, before expense reimbursements |
3.69 |
% |
3.41 |
% |
0.84 |
%E |
Net investment income, net of reimbursements |
4.33 |
% |
4.48 |
% |
4.77 |
%E |
Portfolio turnover rate |
198 |
% |
135 |
% |
27 |
%D |
A |
Commencement of operations. |
B |
Return of capital is calculated based on shares outstanding at the time of distribution. |
C |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
D |
Not annualized. |
E |
Annualized. |
Prospectus – Additional Information |
43 |
Additional Information
Additional information about the Fund is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Fund's website at www.americanbeaconfunds.com.
Annual Report/Semi-Annual Report
The Fund's Annual and Semi-Annual Reports list the Fund's actual investments as of the report's date. They also include a
discussion by the Manager of market conditions and investment strategies that significantly affected the Fund's performance.
The report of the Fund's independent registered public accounting firm is included in the Annual Report.
SAI
The SAI contains more details about the Fund and its investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the SEC.
Appendix A to the Prospectus – Intermediary Sales Charge Discounts and Waivers
Appendix A contains more information about specific sales charge discounts and waivers available for shareholders who purchase Fund shares through a specific financial intermediary. Appendix A is incorporated herein by reference (is legally a part of this Prospectus).
To obtain more information about the Fund or to request a copy of the documents listed above:
By Telephone: |
Call
|
By Mail: |
American Beacon Funds
|
By E-mail: |
americanbeaconfunds@ambeacon.com |
On the Internet: |
Visit our website at www.americanbeaconfunds.com
|
The SAI and other information about the Fund are available on the EDGAR Database on the SEC's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The SAI and other information about the Fund may also be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
American Beacon is a registered service mark of American Beacon Advisors, Inc. The American Beacon Funds and the American Beacon TwentyFour Strategic Income Fund are service marks of American Beacon Advisors, Inc. |
|
SEC File Number 811-04984
Appendix A
INTERMEDIARY SALES CHARGE DISCOUNTS AND WAIVERS
Specific intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers, which are discussed below. In all instances, it is the purchaser's responsibility to notify the Fund or the purchaser's financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase Fund shares directly from the Fund or through another intermediary to receive any applicable waivers or discounts. Please see the section entitled "Choosing Your Share Class" for more information on sales charges and waivers available for different classes.
The information in this Appendix is part of, and incorporated into, the Fund's prospectus.
Appendix A: Merrill Lynch
A CLASS AND C CLASS PURCHASES THROUGH MERRILL LYNCH
Effective April 10, 2017, shareholders purchasing Fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end sales charge waivers) and discounts, which may differ from those disclosed elsewhere in the Fund's prospectus or SAI.
Front-end Sales Load Waivers on A Class Shares available at Merrill Lynch
Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission- based brokerage account and shares are held for the benefit of the plan.
Shares purchased by or through a 529 Plan.
Shares purchased through a Merrill Lynch affiliated investment advisory program.
Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch's platform.
Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable).
Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).
Shares exchanged from C Class (i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date.
Employees and registered representatives of Merrill Lynch or its affiliates and their family members.
Directors or Trustees of the Fund, and employees of the Fund's investment adviser or any of its affiliates, as described in this Prospectus.
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).
CDSC Waivers on A Class and C Class Shares available at Merrill Lynch
Death or disability of the shareholder
Shares sold as part of a systematic withdrawal plan as described in the Fund's Prospectus
Return of excess contributions from an IRA Account
Shares sold as part of a "required minimum distribution" for IRAs and other retirement accounts due to the shareholder reaching age 70½
Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch
Shares acquired through a right of reinstatement
Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A Class and C Class shares only)
Front-end load Discounts Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent
Breakpoints as described in this prospectus.
Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser's household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets
Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)
Appendix A: Morgan Stanley
Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this Fund's Prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management
Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
Morgan Stanley employee and employee-related accounts according to Morgan Stanley's account linking rules
Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund
Shares purchased through a Morgan Stanley self-directed brokerage account
Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management's share class conversion program
A-1 |
Prospectus – Appendix |
Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge.
Appendix A: Raymond James
Shareholders purchasing Fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund's prospectus or SAI.
Front-end Sales Charge Waivers on Class A Shares available at Raymond James
Shares purchased in an investment advisory program.
Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions.
Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.
Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).
A shareholder in the Fund's Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James.
CDSC Waivers on Classes A and C shares available at Raymond James
Death or disability of the shareholder.
Shares sold as part of a systematic withdrawal plan as described in the fund's prospectus.
Return of excess contributions from an IRA Account.
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund's prospectus.
Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.
Shares acquired through a right of reinstatement.
Front-end load discounts available at Raymond James: breakpoints, rights of accumulation, and/or letters of intent
Breakpoints as described in this Prospectus.
Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser's household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets.
Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets.
Prospectus – Appendix |
A-2 |
Appendix B
GLOSSARY
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
|
Advisers Act |
Investment Advisers Act of 1940, as amended |
|
American Beacon or Manager
|
American Beacon Advisors, Inc. |
|
Beacon Funds |
American Beacon Funds |
|
Board |
Board of Trustees |
|
Brexit |
The United Kingdom’s departure from the European Union |
|
Capital Gains Distributions |
Distributions of realized net capital gains |
|
CDSC |
Contingent Deferred Sales Charge |
|
CFTC |
U.S. Commodity Futures Trading Commission |
|
CMO |
Collateralized Mortgage Obligation |
|
CoCo |
Contingent Convertible Bonds |
|
Denial of Services |
A cybersecurity incident that results in customers or employees being unable to access electronic systems |
|
Dividends |
Distributions of most or all of a Fund's net investment income |
|
Equity REIT |
Income producing real estate that are owned and often operated by a REIT |
|
ETF |
Exchange-Traded Fund |
|
EU |
European Union |
|
Fannie Mae |
Federal National Mortgage Association |
|
FFCB |
Federal Farm Credit Banks |
|
FHLB |
Federal Home Loan Bank |
|
Forwards |
Forward Currency Contracts |
|
Freddie Mac |
Federal Home Loan Mortgage Corporation |
|
Ginnie Mae |
Government National Mortgage Association |
|
GNMA |
Government National Mortgage Association |
|
Hybrid REIT |
The combination of equity REITs and mortgage REITs |
|
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 |
London Interbank Offered Rate |
|
LOI |
Letter of Intent |
|
Management Agreement |
The Fund’s Management Agreement with the Manager |
|
MLP |
Master Limited Partnership |
|
Moody's |
Moody’s Investors Service, Inc. |
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Mortgage REIT |
Mortgage secured by loans on income producing real estate |
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NAV |
Fund's net asset value |
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NDF |
Non-deliverable foreign currency forward contract |
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NYSE |
New York Stock Exchange |
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Other Distributions |
Distributions of net gains from foreign currency transactions |
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QDI |
Qualified Dividend Income |
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REIT |
Real Estate Investment Trust |
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REMICs |
Real Estate Mortgage Investment Conduits |
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SAI |
Statement of Additional Information |
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SEC |
U.S. Securities and Exchange Commission |
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Securities Act |
Securities Act of 1933, as amended |
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State Street |
State Street Bank and Trust Company |
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SVP |
Signature Validation Program |
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Trust |
American Beacon Funds |
B-1 |
Prospectus – Appendix |
UGMA |
Uniform gifts to minor |
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UK |
United Kingdom |
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UTMA |
Uniform transfers to minor |
Prospectus – Appendix |
B-2 |
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Statement of Additional Information
October 28, 2019
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Ticker |
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Share Class |
A |
C |
Y |
Institutional |
Investor |
Ultra* |
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American Beacon TwentyFour Strategic Income Fund |
TFSAX |
TFGCX |
TFGYX |
TFGIX |
TFGPX |
TFGUX |
* Ultra Class shares are not currently offered for sale in all states.
This Statement of Additional Information should be read in conjunction with the prospectus dated October 28, 2019 (the "Prospectus") for the American Beacon TwentyFour Strategic Income Fund (the "Fund"), a series of American Beacon Funds, a Massachusetts business trust. Copies of the Prospectus may be obtained without charge by calling (800) 658-5811. You also may obtain copies of the Prospectus without charge by visiting the Fund's website at www.americanbeaconfunds.com. This SAI is incorporated by reference into the 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 D.
The Fund's Annual Report to shareholders for the fiscal year ended June 30, 2019 and the financial statements and accompanying notes appearing therein are incorporated by reference into this SAI. Copies of the Fund's Annual and Semi-Annual Reports may be obtained, without charge, upon request by calling (800) 658-5811 or visiting www.americanbeaconfunds.com.
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Additional Information About Investment Strategies and Risks |
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27 |
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28 |
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28 |
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29 |
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30 |
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31 |
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41 |
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41 |
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48 |
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Additional Information Regarding Contingent Deferred Sales Charges |
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50 |
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55 |
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Appendix A: Proxy Voting Policy and Procedures for the Trust |
A-1 |
B-1 |
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C-1 |
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D-1 |
ORGANIZATION AND HISTORY OF THE FUND
The 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. The Fund constitutes a separate investment portfolio with distinct investment objectives and a distinct purpose and strategy. The Fund is "diversified" as that term is defined by the Investment Company Act. The Fund is 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, Institutional Class, Investor Class and Ultra Class shares of the Fund.
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS
The investment objectives and principal investment strategies and risks of the Fund are described in the Prospectus. This section contains additional information about the Fund's investment policies and risks and types of investments the Fund may purchase. The composition of the Fund's portfolio and the strategies that the Fund may use in selecting investments may vary over time. The 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.
Asset-Backed Securities — Asset-backed securities are securities issued by trusts and special purpose entities that are backed by pools of assets, such as automobile and credit-card receivables and home equity loans, which pass through the payments on the underlying obligations to the security holders (less servicing fees paid to the originator or fees for any credit enhancement). Typically, loans or accounts receivable paper are transferred from the originator to a specially created trust, which repackages the trust's interests as securities with a minimum denomination and a specific term. The securities are then privately placed or publicly offered. Examples include certificates for automobile receivables or credit card receivables. The Fund is permitted to invest in asset-backed securities, subject to the Fund's rating and quality requirements.
The value of an asset-backed security is affected by, among other things, changes in the market's perception of the asset backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans and the financial institution providing any credit enhancement. Payments of principal and interest passed through to holders of asset-backed securities are frequently supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by having a priority to certain of the borrower's other assets. The degree of credit enhancement varies, and generally applies to only a portion of the asset-backed security's par value. Value is also affected if any credit enhancement has been exhausted.
Borrowing Risk — The 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. The Fund may borrow for temporary purposes or to facilitate short sales. Borrowing may exaggerate changes in the Fund's NAV and in its total return. Interest expense and other fees associated with borrowing may reduce the Fund's return.
Callable Securities — The Fund may invest in fixed-income securities with call features. A call feature allows the issuer of the security to redeem or call the security prior to its stated maturity date. In periods of falling interest rates, issuers may be more likely to call in securities that are paying higher coupon rates than prevailing interest rates. In the event of a call, the Fund would lose the income that would have been earned to maturity on that security, and the proceeds received by the Fund may be invested in securities paying lower coupon rates. Thus, the Fund's income could be reduced as a result of a call. In addition, the market value of a callable security may decrease if it is perceived by the market as likely to be called, which could have a negative impact on the Fund's total return.
Cash Equivalents — Cash equivalents include shares of money market funds, certificates of deposit, time deposits, bearer deposit notes, bankers' acceptances, government obligations, commercial paper, short-term corporate debt securities and repurchase agreements.
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. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.
CDs are issued against funds deposited in an eligible bank (including its domestic and foreign branches, subsidiaries and agencies), are for a definite period of time, earn a specified rate of return and are normally negotiable. 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.
Time deposits are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.
Collateralized Bond Obligations, Collateralized Debt Obligations, and Collateralized Loan Obligations — The Fund may invest in each of CBOs, CLOs, other CDOs and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is often backed by a diversified pool of high risk, below investment grade fixed income securities. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage- related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.
For CBOs, CLOs and other CDOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the "equity" tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since they are partially protected from defaults, senior tranches from a CBO trust, CLO trust or trust of another CDO typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO tranches can experience substantial losses due to actual defaults, increased sensitivity
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to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO, CLO or other CDO securities as a class.
The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities and the class of the instrument in which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CBOs, CLOs and other CDOs may be characterized by the Fund as illiquid securities; however, an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the Fund's Prospectus (e.g., interest rate risk and default risk), CBOs, CLOs and other CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the risk that the Fund may invest in CBOs, CLOs or other CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
Common Stock — Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or traded over-the-counter. OTC stock may be less liquid than exchange-traded stock.
Convertible Securities — Convertible securities include corporate bonds, notes, preferred stock or other securities that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer's common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed-income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Holders of convertible securities have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to holders of similar non-convertible securities of the same issuer. Because of the conversion feature, certain convertible securities may be considered equity equivalents.
Corporate Actions — From time to time, the Fund may voluntarily participate in corporate actions (for example, rights offerings, conversion privileges, exchange offers, credit event settlements, etc.) where the issuer or counterparty offers securities or instruments to holders or counterparties, such as the Fund, and the acquisition is determined to be beneficial to Fund shareholders. Notwithstanding any percentage investment limitation listed under the "Investment Restrictions" section or any percentage investment limitation of the Investment Company Act or rules thereunder, if the Fund has the opportunity to acquire a permitted security or instrument through a Voluntary Action, and by doing so, the Fund would exceed a percentage investment limitation following the acquisition, it will not constitute a violation if, prior to the receipt of the securities or instruments and after announcement of the corporate action, the Fund sells an offsetting amount of assets that are subject to the investment limitation in question at least equal to the value of the securities or instruments to be acquired.
Cover and Asset Segregation — The Fund may make investments or employ trading practices that obligate the Fund, on a fixed or contingent basis, to deliver an asset or make a cash payment to another party in the future. The Fund will comply with guidance from the SEC with respect to coverage of certain investments and trading practices. This guidance requires segregation (which may include earmarking) by the Fund of cash or liquid assets with its custodian or a designated sub-custodian to the extent the Fund's obligations with respect to these strategies are not otherwise "covered" through ownership of the underlying security or financial instrument or by offsetting portfolio positions.
For example, if the Fund enters into a currency forward contract to sell foreign currency on a future date, the Fund may cover its obligation to deliver the foreign currency by segregating cash or liquid assets having a value at least equal to the value of the deliverable currency on a marked-to-market basis. Alternatively, the Fund could cover its obligation by entering into an offsetting transaction to acquire, on or before the date such foreign currency must be delivered, an amount of foreign currency at least equal to the deliverable amount at a price at or below the sale price to be received by the Fund under the currency forward contract.
The Fund's approach to asset coverage may vary among different types of transactions. For example, if the Fund's forward obligation on the transaction is only to make a cash payment equal to the amount, if any, by which the value of the Fund's position is less than that of its counterparty, the Fund will segregate cash or liquid assets equal to that difference calculated on a daily marked-to-market basis (a "net amount"). Additionally, if the Fund is a protection seller in a credit default swap, the Fund, depending on how the credit default swap is settled, usually will segregate assets equal to the full notional value of the swap. If the Fund is a protection buyer in a credit default swap, depending on how the credit default swap is settled, it usually will cover the total amount of required premium payments plus the prepayment penalty.
With respect to certain investments, the Fund calculates the obligations of the parties to the agreement on a "net basis" (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). Under such circumstances, the Fund's current obligations will generally be equal only to the net amount to be paid by the Fund based on the relative values of the positions held by each party to the agreement (the "net amount").
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Inasmuch as the Fund covers its obligations under these transactions as described above, the Manager and the Fund believe such obligations do not constitute senior securities. Earmarking or otherwise segregating a large percentage of the Fund's assets could impede the sub-advisor's ability to manage the Fund's portfolio.
Creditor Liability and Participation on Creditors' Committees — When the Fund holds bonds or other similar fixed income securities of an issuer, the Fund becomes a creditor of the issuer. If the Fund is a creditor of an issuer it may be subject to challenges related to the securities that it holds, either in connection with the bankruptcy of the issuer or in connection with another action brought by other creditors of the issuer, shareholders of the issuer or the issuer itself. The Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Fund to expenses such as legal fees and may make the Fund an "insider" of the issuer for purposes of the federal securities laws, and therefore may restrict such Fund's ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors.
Currencies Risk — The 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 or by purchasing or selling forward currency exchange contracts in non-U.S. or emerging market currencies or non-U.S. currency futures contracts.
Foreign currencies will fluctuate, and may decline, in value relative to the U.S. dollar and affect the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies.
Cybersecurity Risk — With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches. Cyber-attacks affecting the Fund or the sub-advisor, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions, result in the loss or theft of customer data or funds, impact the Fund's ability to calculate its NAV, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. A cyber-attack may also result in a 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 Fund may also incur additional costs for cybersecurity risk management purposes. Similar types of cybersecurity risks are also present for issues or securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund's investment in such companies to lose value.
Any of these results could have a substantial adverse impact on the 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 employees could be unable to access electronic systems to perform critical duties for the Fund, such as trading, NAV calculation, shareholder accounting or fulfillment of Fund share purchases and redemptions. Cybersecurity incidents could cause the Fund or Fund 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 the Fund or Fund service provider violated privacy and other laws. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions and other parties. Although the Fund, its Manager, and the sub-advisor endeavor to determine that service providers have established risk management systems that seek to reduce the risks associated with cybersecurity, and business continuity plans in the event there is a cybersecurity breach, there are inherent limitations in these systems and plans, including the possibility that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. Furthermore, the Fund does not control the cybersecurity systems and plans of the issuers of securities in which the Fund invests or the Fund's third-party service providers or trading counterparties or any other service providers whose operations may affect the Fund or its shareholders.
Debentures — Debentures are unsecured debt securities. The holder of a debenture is protected only by the general creditworthiness of the issuer.
Depositary Receipts — American Depositary Receipts — ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund's possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security. Please see "Foreign Securities" below for a description of the risks associated with investments in foreign securities.
Derivatives — Generally a derivative is a financial arrangement, the value of which is based on, or "derived" from, a traditional security, asset, currency, or market index. Some "derivatives" such as mortgage-related and other asset-backed securities are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. 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 (reference assets).
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The Fund may invest in various types of derivatives, including among others, options (including non-deliverable options), futures and options thereon, forward currency and other forwards (including non-deliverable forwards), forwards for currency hedges, warrants, structured products (including credit-linked and structured notes), interest rate caps, floors, collars, reverse collars, total return swaps, and credit default swaps. The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act 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 the Dodd-Frank Act the SEC and the CFTC have promulgated a broad range of new regulations with respect to security-based swaps (e.g., derivatives based on a single security or narrow-based securities index), which are regulated by the SEC, and other swaps, which are regulated by the CFTC and the markets in which these instruments trade.
Prior to 2012, advisers of registered investment companies, like the Fund, that trade commodity interests (such as futures contracts, options on futures contracts, non-deliverable forwards and swaps), were excluded from regulation as CPOs pursuant to CFTC Regulation 4.5. In 2012, the CFTC amended Regulation 4.5 to dramatically narrow this exclusion. Under the amended Regulation 4.5 exclusion, in order to rely on the exclusion the Fund's commodity interests – other than those used for bona fide hedging purposes (as defined by the CFTC) – must be 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 that are "in-the-money" at the time of purchase) do not exceed 5% of the Fund's NAV, or alternatively, the aggregate net notional value of the positions, determined at the time the most recent position was established, does not exceed 100% of the Fund's NAV (after taking into account unrealized profits and unrealized losses on any such positions). Further, to qualify for the exclusion in amended Regulation 4.5, the Fund must satisfy a marketing test, which requires, among other things, that the Fund not hold itself out as a vehicle for trading commodity interests. The Fund's ability to use these instruments also may be limited by federal income tax considerations. See the section entitled "Tax Information."
The Manager, on behalf of the Fund, has filed a notice claiming the CFTC Regulation 4.5 exclusion from CPO registration with respect to the Fund. The Manager is also exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund.
Derivatives may involve significant risk. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. Not all derivative transactions require a counterparty to post collateral, which may expose the 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. The 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.
Transactions in derivatives may expose the Fund to an obligation to another party and, as a result, the Fund may need to "cover" the obligation or segregate liquid assets in compliance with SEC guidelines, as discussed above under "Cover and Asset Segregation."
Eurodollar and Yankee CD Obligations — Eurodollar obligations are U.S. dollar obligations issued outside the United States by domestic or foreign entities, while Yankee CDs are U.S. dollar obligations issued inside the United States by foreign entities. There is generally less publicly available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. Foreign issuers may use different accounting and financial standards, and the addition of foreign governmental restrictions may affect adversely the payment of principal and interest on foreign investments. In addition, not all foreign branches of United States banks are supervised or examined by regulatory authorities as are United States banks, and such branches may not be subject to reserve requirements.
Event-Linked Exposure — The Fund may obtain event-linked exposure by investing in "event-linked bonds" or "event-linked swaps," or by implementing "event-linked strategies". Event-linked exposure results in gains that typically are contingent on the nonoccurrence of a specific "trigger" event, such as a hurricane, earthquake, or other physical or weather-related phenomena. Some event-linked bonds are commonly referred to as "catastrophe bonds." They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities (such special purpose entities are created to accomplish a narrow and well-defined objective, such as the issuance of a note in connection with a reinsurance transaction). If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, the Fund may lose a portion or its entire principal invested in the bond. If no trigger event occurs, the Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds also may expose the Fund to certain unanticipated risks including but not limited to issuer risk, credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See "Illiquid and Restricted Securities". Lack of a liquid market may impose the risk of higher transaction costs and the possibility that the Fund may be forced to liquidate positions when it would not be advantageous to do so.
Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund's net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund's net assets decrease due to market declines or redemptions, the Fund's expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund's expense ratio could be significant.
Fixed-Income Investments — The Fund may hold debt, including government and 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 will generally decline as prevailing interest rates rise, which may cause the 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
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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. 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. 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 may result in the Fund having to reinvest its proceeds in lower yielding securities. 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.
Foreign Debt Securities — The 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) U.S. corporate issuers (both Eurodollar and non-dollar denominated). There is no minimum rating criteria for the Fund's investments in such securities. Investing in the securities of foreign issuers involves special considerations that are not typically associated with investing in the securities of U.S. issuers. In addition, emerging markets are markets that have risks that are different and higher than those in more developed markets.
Foreign Securities — The 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 include the possibility of adverse political and economic developments (including political or social instability, nationalization, expropriation, or confiscatory taxation); the potentially adverse effects of unavailability of public information regarding 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 tracking; and possibly limited access to the courts to enforce the Fund's rights as an investor.
The Fund also may invest in equity, debt, or other income-producing securities that are denominated in or indexed to foreign currencies, including (1) common and preferred stocks, (2) CDs, commercial paper, fixed time deposits, and bankers' acceptances issued by foreign banks, (3) obligations of other corporations, and (4) obligations of foreign governments and their subdivisions, agencies, and instrumentalities, international agencies, and supranational entities. Investing in foreign currency denominated securities involves the special risks associated with investing in non-U.S. issuers, as described in the preceding paragraph, and the additional risks of (1) adverse changes in foreign exchange rates and (2) adverse changes in 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.
The 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 the Fund to invest directly in an issuer's common stock. Use of market access investments may involve risks associated with derivative investments (see "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.
Commissions on foreign securities exchanges are often at fixed rates and are generally higher than negotiated commissions on U.S. exchanges, although the sub-advisor endeavors to achieve the most favorable net results on portfolio transactions.
Foreign securities may trade with less frequency and in less volume than domestic securities and therefore may exhibit greater or lower price volatility. 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.
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 the Fund is not invested and no return is earned thereon. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result in losses to the Fund due to subsequent declines in value of the securities or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.
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. Individual foreign economies may 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.
Brexit Risk. The risk of investing in Europe may be heightened due to the 2016 referendum in which the UK voted to exit the EU. There is
a significant degree of uncertainty about how negotiations relating to the UK's withdrawal will be conducted, as well as the
potential consequences and precise timeframe for "Brexit." There is a substantial risk that the UK will separate from the EU without a formal agreement,
which could be
5
highly disruptive to the economies of both regions. While it is not possible to determine the precise impact these events
may have on the Fund, during this period and beyond, the impact on the UK and European economies and the broader global economy could be significant,
resulting in negative impacts, such as increased volatility and illiquidity, and potentially lower economic growth, on markets in the UK,
Europe and globally, which may adversely affect the value of the Fund's investments. In addition, if one or more other countries were to exit the
EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably.
To the extent that the Fund's sub-advisor or its parent company is located in the UK or conducts a significant amount of its business in
the UK, failure of such sub-advisor to adequately prepare for Brexit could adversely affect the ability of the sub-advisor to conduct its business and
could result in the disruption of services that the sub-advisor provides to the Fund.
Chinese Companies. Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations not typically associated
with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization
or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the
risk of war); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition
from Asia's other low-cost emerging economies; (e) greater price volatility, substantially less liquidity and significantly
smaller market capitalization of securities markets, particularly in China; (f) currency exchange rate fluctuations and the
lack of available currency hedging instruments; (g) higher rates of inflation; (h) controls on foreign investment and limitations
on repatriation of invested capital and on the Fund's ability to exchange local currencies for U.S. dollars; (i) greater governmental
involvement in and control over the economy, and greater intervention in the Chinese financial markets, such as the imposition
of trading restrictions; (j) the risk that the Chinese government may decide not to continue to support the economic reform
programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (k) the fact that Chinese
companies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (l) the difference
in, or lack of auditing and financial reporting standards which may result in unavailability of material information about
issuers, particularly in China; (m) the fact that statistical information regarding the Chinese economy may be inaccurate
or not comparable to statistical information regarding the U.S. or other economies; (n) the less extensive, and still developing,
regulation of the securities markets, business entities and commercial transactions; (o) the fact that the settlement period
of securities transactions in foreign markets may be longer; (p) the willingness and ability of the Chinese government to
support the Chinese and Hong Kong economies and markets is uncertain; (q) the risk that it may be more difficult or impossible,
to obtain and/ or enforce a judgment than in other countries; (r) the rapidity and erratic nature of growth, particularly
in China, resulting in inefficiencies and dislocations; and (s) the risk that, because of the degree of interconnectivity
between the economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods
from China, or an economic downturn in China could negatively affect the economies and financial markets of Hong Kong and
Taiwan, as well.
Investment in China, Hong Kong and Taiwan is subject to certain political risks. China's economy has transitioned from a rigidly
central-planned state-run economy to one that has been only partially reformed by more market-oriented policies. Although
the Chinese government has implemented economic reform measures, reduced state ownership of companies and established better
corporate governance practices, a substantial portion of productive assets in China are still owned by the Chinese government.
The government continues to exercise significant control over regulating industrial development and, ultimately, control over
China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular industries or companies.
China continues to limit direct foreign investments generally in industries deemed important to national interests. Foreign
investment in domestic securities are also subject to substantial restrictions. Some believe that China's currency is undervalued.
Currency fluctuations could significantly affect China and its trading partners. China continues to exercise control over
the value of its currency, rather than allowing the value of the currency to be determined by market forces. This type of
currency regime may experience sudden and significant currency adjustments, which may adversely impact investment returns.
For decades, a state of hostility has existed between Taiwan and the People's Republic of China. Beijing has long deemed Taiwan
a part of the "one China" and has made a nationalist cause of recovering it. This situation poses a threat to Taiwan's economy
and could negatively affect its stock market. By treaty, China has committed to preserve Hong Kong's autonomy and its economic,
political and social freedoms until 2047. However, if China would exert its authority so as to alter the economic, political
or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively
affected, which in turn could negatively affect markets and business performance.
China could be affected by military events on the Korean peninsula or internal instability within North Korea. North Korea
and South Korea each have substantial military capabilities, and historical tensions between the two countries present the
risk of war. Any outbreak of hostilities between the two countries could have a severe adverse effect on the South Korean
economy and securities market. These situations may cause uncertainty in the Chinese market and may adversely affect performance
of the Chinese economy.
Eastern European and Russian Securities. Investing in the securities of Eastern European and Russian issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. Political and economic reforms
are too recent to establish a definite trend away from centrally planned economies and state-owned industries. Investments in Eastern European
countries may involve risks of nationalization, expropriation, and confiscatory taxation. Many Eastern European countries continue to move towards
market economies at different paces with appropriately different characteristics. Most Eastern European markets suffer from thin trading activity,
dubious investor protections, and often a dearth of reliable corporate information. Information and transaction costs, differential taxes,
and sometimes political or transfer risk give a comparative advantage to the domestic investor rather than the foreign investor. In addition, these markets
are particularly sensitive to social, political, economic, and currency events in Western Europe and Russia and may suffer heavy losses as
a result of their trading and investment links to these economies and currencies. Additionally, Russia may attempt to assert its influence in the region
through economic or even military measures, as it did with Georgia in the summer of 2008 and Ukraine beginning in 2014. The United States and the EU
have imposed economic sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited
certain exports and imports to and from Russia. 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
6
freeze of Russian securities, either by issuer, sector or the Russian markets as a whole, impairing the ability of the Fund
to buy, sell, receive or deliver those securities. In such circumstances, the Fund may be forced to liquidate non-restricted assets in order to satisfy shareholder
redemptions. Such liquidation of Fund assets could result in the Fund receiving substantially lower prices for its securities. Sanctions could
also result in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. As a result,
the Fund's performance may be adversely affected.
In some of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may
also have government exchange controls, currencies with no recognizable market value relative to the established currencies
of Western market economies, little or no experience in trading in securities, no accounting or financial reporting standards,
a lack of banking and securities infrastructure to handle such trading and a legal tradition that does not recognize rights
in private property. Credit and debt issues and other economic difficulties affecting Western Europe and its financial institutions
can negatively affect Eastern European countries.
Eastern European economies may also be particularly susceptible to the international credit market due to their reliance on
bank related inflows of foreign capital. The 2008 global financial crisis restricted international credit supplies and several
Eastern European economies faced significant credit and economic crises. Although some Eastern European economies are expanding
again, major challenges are still present as a result of their continued dependence on the Western European zone for credit
and trade. Accordingly, the European crisis may present serious risks for Eastern European economies, which may have a negative
effect on the Fund's investments in the region.
Compared to most national stock markets, the Russian securities market suffers from a variety of problems not encountered
in more developed markets. There is little long-term historical data on the Russian securities market because it is relatively
new and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges.
The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining
accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally,
there is little solid corporate information available to investors. As a result, it may be difficult to assess the value or
prospects of an investment in Russian companies.
Because of the recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications
systems, settlement, clearing and registration of securities transactions are subject to significant risks not normally associated
with securities transactions in the United States and other more developed markets. Prior to 2013, there was no central registration
system for equity share registration in Russia and registration was carried out by either the issuers themselves or by registrars
located throughout Russia. Such registrars were not necessarily subject to effective state supervision nor were they licensed
with any governmental entity, thereby increasing the risk that the Fund could lose ownership of its securities through fraud, negligence, or even mere oversight. With the implementation of
the National Settlement Depository ("NSD") in Russia as a recognized central securities depository, title to Russian equities
is now based on the records of the NSD and not the registrars. Although the implementation of the NSD is generally expected
to decrease the risk of loss in connection with recording and transferring title to securities, issues resulting in loss still
might occur. In addition, issuers and registrars are still prominent in the validation and approval of documentation requirements
for corporate action processing in Russia. Because the documentation requirements and approval criteria vary between registrars
and/or issuers, there remain unclear and inconsistent market standards in the Russian market with respect to the completion
and submission of corporate action elections. To the extent that the Fund suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for
the Fund to enforce its rights or otherwise remedy the loss.
The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry
products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable
to any weakening in global demand for these products. As the 2008 global financial crisis caused price volatility in commodities,
especially oil, many sectors in the Russian economy fell into turmoil, pushing the whole economy into recession. In addition,
prior to the global financial crisis, Russia's economic policy encouraged excessive foreign currency borrowing as high oil
prices increased investor appetite for Russian financial assets. As a result of this credit boom, Russia reached alarming
debt levels and suffered from the effects of tight credit markets. Russia continues to face significant economic challenges,
including weak levels of investment and a sluggish recovery in external demand. In the near term, the fallout from the European
crisis and weakened global economy may reduce demand for Russian exports such as oil and gas, which could limit Russia's economic
recovery. Over the long-term, Russia faces challenges including a shrinking workforce, a high level of corruption, and difficulty
in accessing capital for smaller, non-energy companies and poor infrastructure in need of large investments.
Emerging Market Securities. The Fund may invest in emerging market securities. 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 the 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. Some economies are less well
developed and less diverse (for example, Latin America, Eastern Europe and certain Asian countries), and more vulnerable to
the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Similarly, many of
these countries, particularly in Southeast Asia, Latin America, and Eastern Europe, are grappling with severe inflation or
recession, high levels of national debt, currency exchange problems and government instability. 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.
Certain emerging market countries have historically experienced, and may continue to experience, high rates of inflation,
high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty
and unemployment. The 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
7
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.
If such an event occurs, the Fund may have 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.
The economies of individual 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, capital reinvestment, resource self-sufficiency
and balance of payments position. Further, the economies of developing countries generally are heavily dependent upon international
trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which
they trade. These economies also have been, and may continue to be, adversely affected by economic conditions in the countries
with which they trade. Emerging market economies may develop unevenly or may never fully develop.
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.
Investments in securities and derivatives with exposure to countries with emerging capital markets involve significantly higher
risks not involved in investments in securities in more developed capital markets, such as (i) 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, (ii) uncertain national policies and social, political and economic instability, increasing
the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments,
(iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange
controls, custodial restrictions or other non-U.S. or U.S. governmental laws or restrictions applicable to such investments,
(iv) national policies that may limit the Fund's investment opportunities such as restrictions on investment in issuers or
industries deemed sensitive to national interests, (v) the lack or relatively early development of legal structures governing
private and foreign investments and private property, and (vi) less diverse or immature economic structures. In addition to
withholding taxes on investment income, some countries with emerging capital markets may impose differential capital gain
taxes on foreign investors.
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. In such a dynamic environment, there can be no assurance
that these capital markets will continue to present viable investment opportunities for the Fund. 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 such event, it is possible that the
Fund could lose the entire value of its investments in the affected markets. 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, may be highly vulnerable to changes in local or global trade conditions, and may suffer from
extreme and volatile debt burdens or inflation rates.
Also, 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. 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 the Fund's acquisition or disposal of securities.
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 the Fund.
Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed
markets, in part because the Fund may use brokers and counterparties that are less well capitalized, and custody and registration
of assets in some countries may be unreliable.
The 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.
European Securities. The EU's Economic and Monetary Union 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. Decreasing imports or exports, changes in governmental or other 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 countries on its sovereign
debt, and/or an
8
economic recession in one or more EU member countries may have a significant adverse effect on the economies of other EU member
countries and major trading partners outside Europe.
In recent years, the European financial markets have experienced volatility and adverse trends due to concerns relating to
economic downturns, rising government debt levels and national unemployment and the possible default of government debt in
several European countries. Several countries have agreed to multi-year bailout loans from the European Central Bank, International
Monetary Fund, and other institutions. Responses to financial problems by European governments, central banks, and others,
including austerity measures and reforms, may not produce the desired results, may result in social unrest and may limit future
growth and economic recovery or have unintended consequences. A default or debt restructuring by any European country can
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 and can affect exposures to other EU countries and their financial companies as well.
The manner in which the EU and EMU responded to the global recession and sovereign debt issues raised questions about their
ability to react quickly to rising borrowing costs and the potential default by an EU country of its sovereign debt and revealed
a lack of cohesion in dealing with the fiscal problems of member states. To address budget deficits and public debt concerns,
a number of European countries have imposed strict austerity measures and comprehensive financial and labor market reforms,
which could increase political or social instability. Some European countries continue to suffer from high unemployment rates.
In June 2016, the UK voted to withdraw from the EU, commonly referred to as Brexit. The impact of Brexit is so far uncertain.
The effect on the UK's economy will likely depend on the nature of trade relations with the EU following its exit, a matter
to be negotiated. The decision may cause increased volatility and have a significant adverse impact on world financial markets,
other international trade agreements, and the UK and European economies, as well as the broader global economy for some time.
Additional EU members could decide to abandon the euro and/or withdraw from the EU, which could adversely affect the value
of the Fund's investments.
Secessionist movements, such as the Catalan movement in Spain, as well as government or other responses to such movements,
may also create instability and uncertainty in the region.
The occurrence of terrorist incidents throughout Europe also could impact financial markets. The impact of these events is
not clear but could be significant and far-reaching and materially impact the Fund.
Latin America.
Inflation. Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including,
in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation
in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there
is no guarantee it will remain at lower levels.
Political Instability. As an emerging market, Latin American countries generally have historically suffered from social, political, and economic
instability. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism,
protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention
by the military in civilian and economic spheres. However, in some Latin American countries, a move to sustainable democracy
and a more mature and accountable political environment is under way. Domestic economies have been deregulated, privatization
of state-owned companies is almost completed and foreign trade restrictions have been relaxed.
Nonetheless, to the extent that events such as those listed above continue in the future, they could reverse favorable trends
toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities
markets in the region. In addition, recent favorable economic performance in much of the region has led to a concern regarding
government overspending in certain Latin American countries. Investors in the region continue to face a number of potential
risks. Governments of many Latin American countries have exercised and continue to exercise substantial influence over many
aspects of the private sector. Governmental actions in the future could have a significant effect on economic conditions in
Latin American countries, which could affect the companies in which the Fund invests and, therefore, the value of Fund shares.
Additionally, an investment in Latin America is subject to certain risks stemming from political and economic corruption,
which may negatively affect the country or the reputation of companies domiciled in a certain country.
Dependence on Exports and Economic Risk. Certain Latin American countries depend heavily on exports to the U.S. and investments from a small number of countries.
Accordingly, these countries may be sensitive to fluctuations in demand, protectionist trade policies, exchange rates and
changes in market conditions associated with those countries. The economic growth of most Latin American countries is highly
dependent on commodity exports and the economies of certain Latin American countries, particularly Mexico and Venezuela, are
highly dependent on oil exports. As a result, these economies are particularly susceptible to fluctuations in the price of
oil and other commodities and currency fluctuations. The 2008 global financial crisis weakened the global demand for oil and
other commodities and, as a result, Latin American countries faced significant economic difficulties that led certain countries
into recession. If global economic conditions worsen, prices for Latin American commodities may experience increased volatility
and demand may continue to decrease. Although certain of these countries have recently shown signs of recovery, such recovery,
if sustained, may be gradual. In addition, prolonged economic difficulties may have negative effects on the transition to
a more stable democracy in some Latin American countries. In certain countries, political risk, including nationalization
risk, is high.
Sovereign Debt. A number of Latin American countries are among the largest debtors of developing countries and have a history of reliance
on foreign debt and default. The majority of the region's economies have become dependent upon foreign credit and loans from
external sources to fund government economic plans. Historically, these plans have frequently resulted in little benefit accruing to the economy.
Most countries have been forced to restructure their loans or risk default on their debt obligations. In addition, interest on the debt is subject
to market conditions and may reach levels that would impair economic activity and create a difficult and costly environment for borrowers. Accordingly,
these governments may be forced to reschedule or freeze their debt repayment, which could negatively affect local markets. Because of their
dependence on foreign credit and loans, a number of Latin American economies faced significant economic difficulties and some economies fell into
recession as the 2008 global financial crisis tightened international credit supplies. While the region has recently shown signs of economic improvement,
recovery from
9
past economic downturns in Latin America has historically been slow, and any such recovery, if sustained, may be gradual.
The European crisis and weakened global economy may reduce demand for exports from Latin America and limit the availability of foreign credit for
some countries in the region. As a result, the Fund's investments in Latin American securities could be harmed if economic recovery in the region
is limited.
Pacific Basin Region. 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 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 2008 global financial crisis spread to the region, significantly
lowering its exports and foreign investments in the region, which are driving forces of its economic growth. In addition,
the economic crisis also significantly affected consumer confidence and local stock markets. Although the economies of many
countries in the region have recently shown signs of recovery from the crisis, such recovery, if sustained, may be gradual.
Furthermore, any such recovery may be limited or hindered by the reduced demand for exports and lack of available capital
for investment resulting from the European crisis and weakened global economy. The economies of certain Asian countries depend
to a significant degree upon 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.
The securities markets in Asia are substantially smaller, less liquid and more volatile than the major securities markets
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 the Fund. 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 the 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.
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 the Fund's assets denominated in those currencies.
Some developing Asian countries prohibit or impose substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Fund. As illustrations, 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. There can be
no assurance that the 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 the 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.
Forward Contracts and Futures Contracts — The Fund may enter into forward and futures contracts. Forward and futures contracts, including equity, interest rate and treasury futures contracts, 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 obligation against receipt of the specified price. Futures are traded on both U.S. and foreign commodities exchanges. A forward is a private agreement between two parties and is not traded on an exchange. Futures contracts will be traded for the same purposes as entering into forward contracts. 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 the Fund is required to deposit "initial margin" consisting of cash or U.S. Government 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 the Fund at the termination of the transaction if all contractual obligations have been satisfied. Under certain circumstances, such as periods of high volatility, the 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" (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 the Fund's obligations to or from a futures broker. When the 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 the 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
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contract. The 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, the Fund will incur brokerage fees when it purchases or sells futures contracts. The Fund has 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 the 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. The Fund would continue to be subject to market risk with respect to the position. In addition, the Fund 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 the Fund, if investment judgment about the general direction of, for example, an index is incorrect, the 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 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, the Fund may have contractual remedies pursuant to the forward contract, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Fund's rights as a creditor.
Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts ("forward currency contracts") 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.
Forward currency contracts may serve as long hedges — for example, the 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, the 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.
The 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 portfolio securities denominated in such foreign currency. In addition, the Fund may use forward
currency contracts when the sub-advisor wishes to "lock in" the U.S. dollar price of a security when the 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.
The 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
the Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies.
The 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
applicable 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, the Fund may use forward currency contracts to shift exposure to foreign currency fluctuations from one country
to another. For example, if the 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 the Fund's exposure to foreign currency
exchange rate fluctuations.
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The cost to the 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 the 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 the 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, the Fund might be unable to close out a forward currency contract
at any time prior to maturity. In either event, the 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.
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, the 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.
The 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, the 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 the Fund's
rights as a creditor.
Non-Deliverable Currency Forwards. The 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.
The 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 the Fund, and the cost
of such strategies may reduce the 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, the 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.
Futures Contracts on Stock Indices. The 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"). This technique may be used to hedge against anticipated future
changes in general market prices that otherwise might either adversely affect the value of securities held by the Fund or
adversely affect the prices of securities that are intended to be purchased at a later date for the 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 the Fund will rise in value by an amount that approximately offsets the decline in value of the portion of the 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 equity market, 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 Futures Contracts written into by the Fund.
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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 by rating organizations. For example, Moody's, S&P Global, and Fitch, Inc. rate them below Baa and BBB, respectively. Please see "Appendix C 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 low credit quality, high-yield bonds must pay higher interest to compensate investors for the substantial credit risk they assume. In order to minimize credit risk, the Fund intends to diversify its holdings among multiple bond issuers.
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 the Fund. The lower rating of certain high yielding 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 the Fund among securities of different issuers should reduce the risks of owning any such securities separately. The prices of these high yielding 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 or periods of rising interest rates, 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. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Additionally, accruals of interest income for the Fund may have to be adjusted in the event of default. In the event of an issuer's default, the Fund may write off prior income accruals for that issuer, resulting in a reduction in the Fund's current dividend payment. Frequently, the higher yields of high-yielding 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. Additionally, an economic downturn or an increase in interest rates could have a negative effect on the high-yield securities market and on the market value of the high-yield securities held by the Fund, as well as on the ability of the issuers of such securities to repay principal and interest on their borrowings.
Illiquid and Restricted Securities — Generally, an illiquid asset is an asset that the 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. 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. 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. 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.
Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the 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. In addition, the Fund may get only limited information about an issuer, so it may be less able to predict a loss. The 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.
In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A 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 the Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of the Fund's illiquidity. The Manager or the sub-advisor, as applicable, may determine that certain securities qualified for trading under Rule 144A are liquid. 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 the Fund, to purchase such unregistered securities if certain conditions are met.
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 ("Section 4(a)(2) securities") are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Fund that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. 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.
The Manager and the sub-advisor will carefully monitor the Fund's investments in Section 4(a)(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(a)(2) securities could have the effect of reducing the Fund's liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
Income Deposit Securities — The Fund may purchase IDSs. Each IDS represents two separate securities, shares of common stock and subordinated notes issued by the same company, that are combined into one unit that trades like a stock on an exchange. Holders of IDSs receive dividends on the
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common shares and interest at a fixed rate on the subordinated notes to produce a blended yield. An IDS is typically listed on a stock exchange, but the underlying securities typically are not listed on the exchange until a period of time after the listing of the IDS or upon the occurrence of certain events (e.g., a change of control of the issuer of the IDS). When the underlying securities are listed, the holders of IDSs generally have the right to separate the components of the IDSs and trade them separately.
There may be a thinner and less active market for IDSs than that available for other securities. The value of an IDS will be affected by factors generally affecting common stock and subordinated debt securities, including the issuer's actual or perceived ability to pay interest and principal on the notes and pay dividends on the stock.
The federal income tax treatment of IDSs is not entirely clear and there is no authority that directly addresses the tax treatment of securities with terms substantially similar to IDSs. Among other things, although it is expected that the subordinated notes portion of an IDS will be treated as debt, if it is characterized as equity rather than debt, then interest paid on the notes could be treated as dividends (to the extent paid out of the issuer's earnings and profits).
Income Trusts — The Fund may invest in shares of income trusts. An income trust is an investment trust which holds income producing assets and passes the income on to its security holders. The main attraction of an income trust is its ability to generate constant cash flows. Income trusts have the potential to deliver higher yields than bonds. During periods of low interest rates, income trusts may achieve higher yields compared with cash investments. During periods of increasing rates, the opposite may be true. Income trusts may experience losses during periods of both low and high interest rates.
Despite the potential for attractive regular payments, income trusts are equity investments, not fixed-income securities, and they share many of the risks inherent in stock ownership. In addition, an income trust may lack diversification and potential growth may be sacrificed because revenue is passed on to security holders, rather than reinvested in the business. Income trusts do not guarantee minimum distributions or even return of capital; therefore, if the business starts to lose money, the trust can reduce or even eliminate distributions.
Indebtedness, Loan Participations and Assignments — Loan interests are a form of direct debt instrument in which the Fund may invest by taking an assignment of all or a portion of an interest in a loan previously held by another institution or by acquiring a participation in an interest in a loan that continues to be held by another institution. The Fund may invest in secured and unsecured loans. Many banks have been weakened by the recent financial crisis, and it may be difficult for the Fund to obtain an accurate picture of a lending bank's financial condition. Loans are subject to the same risks as other direct debt instruments discussed above and carry additional risks described in this section.
Assignments. When the Fund purchases a loan by assignment, the Fund typically succeeds to the rights of the assigning lender under the loan agreement and becomes a lender under the loan agreement. Subject to the terms of the loan agreement, the Fund typically succeeds to all the rights and obligations under the loan agreement of the assigning lender. However, assignments may be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender.
Participation Interests. The Fund's rights under a participation interest with respect to a particular loan may be more limited than the rights of original lenders or of investors who acquire an assignment of that loan. In purchasing participation interests, the Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation interest (the "participating lender") and only when the participating lender receives the payments from the borrower.
In a participation interest, the Fund will usually have a contractual relationship only with the selling institution and not the underlying borrower. The Fund normally will have to rely on the participating lender to demand and receive payments in respect of the loans, and to pay those amounts on to the Fund; thus, the Fund will be subject to the risk that the lender may be unwilling or unable to do so. In such a case, the Fund would not likely have any rights against the borrower directly. In addition, the Fund generally will have no right to object to certain changes to the loan agreement agreed to by the participating lender.
In buying a participation interest, the Fund might not directly benefit from the collateral supporting the related loan and may be subject to any rights of set off the borrower has against the selling institution. In the event of bankruptcy or insolvency of the borrower, the obligation of the borrower to repay the loan may be subject to certain defenses that can be asserted by the borrower as a result of any improper conduct of the participating lender. As a result, the Fund may be subject to delays, expenses and risks that are greater than those that exist when the Fund is an original lender or assignee.
The Fund's ability to receive payments in connection with loans depends on the financial condition of the borrower. The Manager or the sub-advisor will not rely solely on another lending institution's credit analysis of the borrower, but will perform its own investment analysis of the borrower. The Manager's or the sub-advisor's analysis may include consideration of the borrower's financial strength, managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. In connection with the restructuring of a loan or other direct debt instrument outside of bankruptcy court in a negotiated work-out or in the context of bankruptcy proceedings, equity securities or junior debt securities may be received in exchange for all or a portion of an interest in the security.
In buying a participation interest, the Fund assumes the credit risk of both the borrower and the participating lender. If the participating lender fails to perform its obligations under the participation agreement, the Fund might incur costs and delays in realizing payment and suffer a loss of principal and/or interest. If a participating lender becomes insolvent, the Fund may be treated as a general creditor of that lender. As a general creditor, the Fund may not benefit from a right of set off that the lender has against the borrower. The Fund will acquire a participation interest only if the Manager or the sub-advisor determines that the participating lender or other intermediary participant selling the participation interest is creditworthy.
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Loan interests may not be rated by independent rating agencies and therefore, investments in a particular loan participation may depend almost exclusively on the credit analysis of the borrower performed by the Manager or the sub-advisor.
Loans are typically administered by a bank, insurance company, finance company or other financial institution (the "agent") for a lending syndicate of financial institutions. In a typical loan, the agent administers the terms of the loan agreement and is responsible for the collection of principal and interest and fee payments from the borrower and the apportionment of these payments to all lenders that are parties to the loan agreement. In addition, an institution (which may be the agent) may hold collateral on behalf of the lenders. Typically, under loan agreements, the agent is given broad authority in monitoring the borrower's performance and is obligated to use the same care it would use in the management of its own property. In asserting rights against a borrower, the Fund normally will be dependent on the willingness of the lead bank to assert these rights, or upon a vote of all the lenders to authorize the action. If an agent becomes insolvent, or has a receiver, conservator, or similar official appointed for it by the appropriate regulatory authority, or becomes a debtor in a bankruptcy proceeding, the agent's appointment may be terminated and a successor agent would be appointed. If an appropriate regulator or court determines that assets held by the agent for the benefit of purchasers of loans are subject to the claims of the agent's general or secured creditors, the Fund might incur certain costs and delays in realizing payment on a loan or suffer a loss of principal and/or interest. The Fund may be subject to similar risks when it buys a participation interest or an assignment from an intermediary.
Although most of the loans in which the Fund invests are secured, there is no assurance that the collateral can be promptly liquidated, or that its liquidation value will be equal to the value of the debt. In most loan agreements, there is no formal requirement to pledge additional collateral if the value of the initial collateral declines. As a result, a loan may not always be fully collateralized and can decline significantly in value. If a borrower becomes insolvent, access to collateral may be limited by bankruptcy and other laws. Borrowers that are in bankruptcy may pay only a small portion of the amount owed, if they are able to pay at all. If a secured loan is foreclosed, the Fund will likely be required to bear the costs and liabilities associated with owning and disposing of the collateral. There is also a possibility that the Fund will become the owner of its pro rata share of the collateral which may carry additional risks and liabilities. In addition, under legal theories of lender liability, the Fund potentially might be held liable as a co-lender. In the event of a borrower's bankruptcy or insolvency, the borrower's obligation to repay the loan may be subject to certain defenses that the borrower can assert as a result of improper conduct by the Agent. Some loans are unsecured. If the borrower defaults on an unsecured loan, the Fund will be a general creditor and will not have rights to any specific assets of the borrower.
Loans may be subject to legal or contractual restrictions on resale. Loans are not currently listed on any securities exchange or automatic quotation system. As a result, there may not be a recognized, liquid public market for loan interests.
Because many loans are repaid early, the actual maturity of loans is typically shorter than their stated final maturity calculated solely on the basis of the stated life and payment schedule. The degree to which borrowers prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions, market interest rates, the borrower's financial condition and competitive conditions among lenders. Such prepayments may require the Fund to replace an investment with a lower yielding security which may have an adverse affect on the Fund's share price. Prepayments cannot be predicted with accuracy. Floating Rate Loans can be less sensitive to prepayment risk, but the Fund's NAV may still fluctuate in response to interest rate changes because variable interest rates may reset only periodically and may not rise or decline as much as interest rates in general.
A borrower must comply with various restrictive covenants in a loan agreement such as restrictions on dividend payments and limits on total debt. The loan agreement may also contain a covenant requiring the borrower to prepay the loan with any free cash flow. A breach of a covenant is normally an event of default, which provides the agent or the lenders the right to call the outstanding loan.
Purchasers and sellers of loans may pay certain fees, such as an assignment fee. In addition, the Fund incurs expenses associated with researching and analyzing potential loan investments, including legal fees. Loans normally are not registered with the SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific loan historically has been less extensive than if the loan were registered or exchange-traded. They may also not be considered "securities," and purchasers, such as the Fund, therefore may not be entitled to rely on the strong anti-fraud protections of the federal securities laws.
Index Futures Contracts and Options on Index Futures Contracts — The Fund may invest in index futures contracts, including futures contracts on equity indices, for investment purposes, including for short-term cash management purposes. Like other futures contracts, index futures contracts are derivatives. For a further discussion of the risks of derivatives instruments, see "Derivatives."
Index Futures Contracts. An index futures contract is a U.S. futures contract traded on an exchange that has been designated a "contract market" by
the CFTC and must be executed through a futures commission merchant, or brokerage firm, which is a member of the relevant
contract market. Index futures contracts are traded on a number of exchanges and generally are cash settled. At the same time
an index futures contract on an index is purchased or sold, the Fund must allocate cash or securities as a deposit payment
("initial deposit") based on the contract's face value. Daily thereafter, the futures contract is valued and the payment of
"variation margin" may be required.
Options on Index Futures Contracts. The purchase of or selling (writing) of options on an index futures contract is similar in some respects to the purchase
or selling (writing) of options on such an index.
The Fund may write (sell) a call option on an index futures contract. If the futures price at expiration of the option is
below the exercise price, the Fund will retain the full amount of the option premium, which, if used to hedge, provides a partial hedge against any decline
that may have occurred in the value of the Fund's holdings. If, however, the price of the futures at expiration is above the option exercise
price, the Fund generally will be required to make a settlement payment equivalent to the difference in the strike price of the option and the price
of the applicable futures contract at expiration multiplied by any applicable multiplier. In addition, if the futures contract underlying the option
does not have the same delivery date as the option's expiration date, the Fund will be assigned a short position in the relevant futures contract.
The writing (selling) of a put option on an index futures contract works in a similar manner and may constitute a partial hedge against increasing prices
of the securities underlying the index. If the futures price at expiration of the option is higher than the exercise price, the option will
expire, and the Fund will retain
15
the full amount of the option premium which could provide a partial hedge against any increase in the price of securities
that the Fund intends to purchase. If a put or call option the Fund has written is exercised, the Fund will incur a loss that will be reduced by the
amount of the premium it receives. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the
value of its futures positions, the Fund's losses or gains from existing options on futures may to some extent be reduced or increased by changes
in the value of portfolio securities.
The purchase of a put option on a futures contract with respect to an index is similar in some respects to the purchase of
protective put options on the index. For example, the Fund may purchase a put option on an index futures contract to hedge
against the risk of lowering securities values.
The amount of risk the Fund assumes when it purchases an option on a futures contract with respect to an index is the premium
paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of
such an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected
in the value of the option purchased.
Options on Securities Indices. The Fund may purchase and write (sell) put and call options on securities indices. A securities index fluctuates with changes
in the market values of the securities included in the index. Options on securities indices generally are similar to options
on securities except that the delivery requirements are different. Instead of giving the right to take or make delivery of
securities at a specified price, an option on a securities index gives the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a call) or
is less than (in the case of a put) the closing value of the underlying index on the date of exercise, multiplied by (b) a
fixed "index multiplier." The writer of the option is obligated, in return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index options prior to expiration by entering into a closing transaction
on an exchange or the option may expire unexercised.
The Fund may write (sell) call and put options to a limited extent on an index in an attempt to increase income.
By writing a call option, the 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 an index above the exercise price. By writing a
put option, the Fund, in exchange for the net premium received, accepts the risk of a decline in the market value of the index
below the exercise price.
The Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise
price and expiration date as the option previously written.
When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section
of the 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, which 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 the Fund enters into a closing purchase transaction, the 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.
The hours of trading for options on an index 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. 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.
Options on securities indices require settlement in cash. Therefore, the sub-advisor may be forced to liquidate portfolio
securities to meet settlement obligations. Because the value of an index option depends upon movements in the level of the
index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the purchase or writing
of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of
certain indices, in an industry or market segment, rather than movements in the price of a particular stock.
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.
However, 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. The U.S. Treasury is obligated to repay at least the original principal value at maturity for inflation-indexed securities issued directly by 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. Any increase in the principal amount of an inflation-indexed debt security will be considered ordinary income, even though the Fund will not receive the principal until maturity.
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. The 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 the risk that the Consumer Price Index for All Urban Consumers (the index used for U.S. Treasury inflation-indexed securities) or other relevant pricing index (such as the London Interbank Offered Rate, or LIBOR) may be discontinued, fundamentally altered in a manner materially adverse to the interests of an investor in the securities, altered by legislation or Executive Order in a materially adverse manner to the interests of an investor in the securities or substituted with an alternative index.
Interfund Lending — Pursuant to an order issued by the SEC, the American Beacon Funds may participate in a credit facility whereby each American Beacon Fund, under certain conditions, is permitted to lend money directly to and borrow directly from other American Beacon Funds 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 areas 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 the Fund is insufficient to meet temporary cash requirements. This situation could arise when shareholder redemptions exceed
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anticipated volumes and the 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 the Fund. When the 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 the Fund's need to borrow from banks, the Fund remains free to establish and utilize lines of credit or other borrowing arrangements with banks.
Investment Grade Securities — Investment grade securities that the Fund may purchase, either as part of its principal investment strategy or to implement its temporary defensive policy, include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating that security (such as S&P Global, Fitch, Inc. or Moody's Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria. Please see "Appendix C Ratings Definitions" for an explanation of rating categories.
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.
Market Events — Turbulence in the economic, political and financial system has historically resulted, and may continue to result, in an unusually high degree of volatility in the capital markets. Both domestic and foreign capital markets have experienced increased volatility and turmoil. Issuers that have exposure to the real estate, mortgage or credit markets, for example, may be particularly affected, and it is uncertain whether or for how long these conditions could continue.
Reduced liquidity in equity, credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in small or emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their security prices. These events and possible continued market turbulence may have an adverse effect on the Fund.
Mortgage-Backed Securities — Mortgage-backed securities consist of both collateralized mortgage obligations and mortgage pass-through certificates.
Commercial Mortgage-Backed Securities. CMBS include securities that reflect an interest in, and are secured by, mortgage loans on commercial real estate property. CMBS are generally multi-class or pass-through securities backed by a mortgage loan or a pool of mortgage loans secured by commercial property, such as industrial and warehouse properties, office buildings, retail space and shopping malls, multifamily properties and cooperative apartments. The commercial mortgage loans that underlie CMBS are generally not amortizing or not fully amortizing. That is, at their maturity date, repayment of the remaining principal balance or "balloon" is due and is repaid through the attainment of an additional loan or sale of the property. Many of the risks of investing in CMBS reflect the risk of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. CMBS may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.
Collateralized Mortgage Obligations. CMOs and interests in real estate mortgage investment conduits are debt securities collateralized by mortgages or mortgage pass-through securities. CMOs divide the cash flow generated from the underlying mortgages or mortgage pass-through securities into different groups referred to as "tranches," which are then retired sequentially over time in order of priority. The principal governmental issuers of such securities are the FNMA, a government-sponsored corporation owned entirely by private stockholders, and the FHLMC, a corporate instrumentality of the United States created pursuant to an act of Congress that is owned entirely by the Federal Home Loan Banks. The issuers of CMOs are structured as trusts or corporations established for the purpose of issuing such CMOs and often have no assets other than those underlying the securities and any credit support provided. A REMIC is a mortgage securities vehicle that holds residential or commercial mortgages and issues securities representing interests in those mortgages. A REMIC may be formed as a corporation, partnership, or segregated pool of assets. A REMIC itself is generally exempt from federal income tax, but the income from its mortgages is taxable to its investors. For investment purposes, interests in REMIC securities are virtually indistinguishable from CMOs. See "Tax Information - Taxation of Certain Investments and Strategies."
Mortgage Pass-Through Securities. Mortgage pass-through securities are securities representing interests in "pools" of mortgages in which payments of both interest and principal on the securities are generally made monthly, in effect "passing through" monthly payments made by the individual borrowers on the residential mortgage loans that underlie the securities (net of fees paid to the issuer or guarantor of the securities). They are issued by governmental, government-related and private organizations which are backed by pools of mortgage loans.
Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. Government, as in the case of securities guaranteed by the GNMA, or guaranteed by agencies or instrumentalities of the U.S. Government, as in the case of securities guaranteed by the FNMA or the FHLMC, which are supported only by the discretionary authority of the U.S. Government to purchase the agency's obligations.
Mortgage pass-through securities created by nongovernmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers.
There are a number of important differences among the agencies, instrumentalities and government-sponsored enterprises of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Such agencies and securities include:
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(1) GNMA Mortgage Pass-Through Certificates — GNMA is a wholly owned U.S. Government corporation within the U.S. Department of Housing and Urban Development. Ginnie Maes represent an undivided interest in a pool of mortgages that are insured by the Federal Housing Administration or the Farmers Home Administration or guaranteed by the Veterans Administration. Ginnie Maes entitle the holder to receive all payments (including prepayments) of principal and interest owed by the individual mortgagors, net of fees paid to GNMA and to the issuer which assembles the mortgage pool and passes through the monthly mortgage payments to the certificate holders (typically, a mortgage banking firm), regardless of whether the individual mortgagor actually makes the payment. Because payments are made to certificate holders regardless of whether payments are actually received on the underlying mortgages, Ginnie Maes are of the "modified pass-through" mortgage certificate type. The GNMA is authorized to guarantee the timely payment of principal and interest on the Ginnie Maes. The GNMA guarantee is backed by the full faith and credit of the United States, and the GNMA has unlimited authority to borrow funds from the U.S. Treasury to make payments under the guarantee. The market for Ginnie Maes is highly liquid because of the government guarantee, the size of the market, and the active participation in the secondary market of security dealers and a variety of investors.
(2) Mortgage-Related Securities Issued by Private Organizations — Pools created by non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payments in such pools. However, timely payment of interest and principal of these pools is often partially supported by various enhancements such as over-collateralization and senior/subordination structures and by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers or the mortgage poolers. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.
(3) FHLMC Mortgage Participation Certificates — Freddie Macs represent interests in groups of specified first lien residential conventional mortgages underwritten and owned by the FHLMC. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. In cases where the FHLMC has not guaranteed timely payment of principal, the FHLMC may remit the amount due because of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable. Freddie Macs are not guaranteed by the United States or by any of the Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Please see "Additional Information Regarding Freddie Mac and Fannie Mae" below for further information.
(4) FNMA Guaranteed Mortgage Pass-Through Certificates — Fannie Maes represent an undivided interest in a pool of conventional mortgage loans secured by first mortgages or deeds of trust, on one family or two to four family, residential properties. The FNMA is obligated to distribute scheduled monthly installments of principal and interest on the mortgages in the pool, whether or not received, plus full principal of any foreclosed or otherwise liquidated mortgages. The obligation of the FNMA under its guarantee is solely its obligation and is not backed by, nor entitled to, the full faith and credit of the United States. Please see "Additional Information Regarding" Freddie Mac and Fannie Mae below for further information.
In September 2008, the Treasury and the Federal Housing Finance Agency announced that FNMA and FHLMC had been placed in conservatorship. Since that time, FNMA and FHLMC have received significant capital support through Treasury preferred stock purchases, as well as Treasury and Federal Reserve purchases of their mortgage -backed securities. The FHFA and the U.S. Treasury (through its agreement to purchase FNMA and FHLMC preferred stock) have imposed strict limits on the size of their mortgage portfolios. While the mortgage-backed securities purchase programs ended in 2010, the Treasury continued its support for the entities' capital as necessary to prevent a negative net worth through at least 2012. When a credit rating agency downgraded long-term U.S. Government debt in August 2011, the agency also downgraded FNMA and FHLMC's bond ratings, from AAA to AA+, based on their direct reliance on the U.S. Government (although that rating did not directly relate to their mortgage-backed securities).In August 2012, the Treasury amended its preferred stock purchase agreements to provide that FNMA's and FHLMC's portfolios will be wound down at an annual rate of 15 percent (up from the previously agreed annual rate of 10 percent), requiring them to reach the $250 billion target by December 31, 2018. In 2017, FNMA and FHLMC reduced their mortgage portfolios appropriately and, as a result, each met the December 31, 2017 portfolio targets of $288 billion. FNMA and FHLMC are also now below the $250 billion cap for year-end 2018. . In the first quarter of 2018, FNMA and FHLMC each reported that the passage of the Tax Cuts and Jobs Act in December 2017 had resulted in a decrease in the value of their deferred tax assets. As a result, FNMA and FHLMC each reported net losses during the fourth quarter of 2017 and indicated that they would request draws from Treasury in the amount of $3.7 billion and $0.3 billion, respectively. No assurance can be given that the Federal Reserve or the Treasury will ensure that FNMA and FHLMC remain successful in meeting their obligations with respect to the debt and mortgage-backed securities that they issue.
In addition, the problems faced by FNMA and FHLMC, resulting from their being placed into federal conservatorship and receiving significant U.S. Government support, have sparked serious debate among federal policymakers regarding the continued role of the U.S. Government in providing liquidity for mortgage loans. In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 which, among other provisions, requires that FNMA and FHLMC increase their single-family guaranty fees by at least 10 basis points and remit this increase to the Treasury with respect to all loans acquired by FNMA or FHLMC on or after April 1, 2012 and before January 1, 2022. Serious discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured or eliminated altogether. FNMA reported in the second quarter of 2014 that there was "significant uncertainty regarding the future of our company, including how long the company will continue to exist in its current form, the extent of our role in the market, what form we will have, and what ownership interest, if any, our current common and preferred stockholders will hold in us after the conservatorship is terminated and whether we will continue to exist following conservatorship." FHLMC faces similar uncertainty about its future role. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities.
Other Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including mortgage dollar rolls, or CMO residuals. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by private
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originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.
CMO Residuals. CMO residuals are mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing. The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses and any management fee of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the pre-payment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to pre-payments on the related underlying mortgage assets, in the same manner as an interest-only ("IO") class of stripped mortgage-backed securities. See "Other Mortgage-Related Securities-Stripped Mortgage-Backed Securities." In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances the Fund may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under the Securities Act. CMO residuals, whether or not registered under the Securities Act, may be subject to certain restrictions on transferability, and may be deemed "illiquid" and subject to the Fund's limitations on investment in illiquid securities.
Municipal Securities — Municipal securities may include general obligation bonds, municipal lease obligations, resource recovery obligations, revenue obligations, anticipation notes, private activity bonds and municipal warrants. The Fund may invest in municipal securities the interest on which is excludable from gross income for federal income tax purposes ("tax-exempt"), as well as municipal securities the interest on which is taxable. Municipal securities are subject to credit risk where a municipal issuer of a security might not make interest or principal payments on a security as they become due. Municipal securities are also subject to interest rate risk.
A downgrade in the issuer's or security's credit rating can reduce the market value of the security. A number of municipalities may face severe financial hardship making the possibility of their defaulting on obligations, and/or declaring bankruptcy where allowable, a risk to the value of municipal securities held by the Fund.
General obligation bonds are secured by the pledge of the issuer's full faith, credit, and usually, taxing power. The taxing power may be an unlimited ad valorem tax or a limited tax, usually on real estate and personal property. Most states do not tax real estate, but leave that power to local units of government.
Municipal lease obligations are issued by state and local governments and authorities to acquire land and a wide variety of equipment and facilities. These obligations typically are not fully backed by the municipality's credit and thus interest thereon may become taxable if the lease is assigned. If funds are not appropriated for the following year's lease payments, a lease may terminate with the possibility of default on the lease obligation.
Resource recovery obligations are a type of municipal revenue obligation issued to build facilities such as solid waste incinerators or waste-to-energy plants. Usually, a private corporation will be involved and the revenue cash flow will be supported by fees or units paid by municipalities for use of the facilities. The viability of a resource recovery project, environmental protection regulations and project operator tax incentives may affect the value and credit quality of these obligations.
Revenue obligations are backed by the revenue cash flow of a project or facility. The interest on such obligations is payable only from the revenues derived from a particular project, facility, specific excise tax or other revenue source. Revenue obligations are not a debt or liability of the local or state government and do not obligate that government to levy or pledge any form of taxation or to make any appropriation for payment.
Tax, revenue or bond anticipation notes are issued by municipalities in expectation of future tax or other revenues that are payable from those taxes or revenues. Bond anticipation notes usually provide interim financing in advance of an issue of bonds or notes, the proceeds of which are used to repay the anticipation notes. Commercial paper, the interest on which is tax-exempt, is issued by municipalities to help finance short-term capital or operating needs in anticipation of future tax or other revenue.
Private activity bonds are issued to finance, among other things, privately operated housing facilities, pollution control facilities, convention or trade show facilities, mass transit, airport, port or parking facilities and certain facilities for water supply, gas, electricity, sewage or solid waste disposal. Private activity bonds are also issued to privately held or publicly owned corporations in the financing of commercial or industrial facilities. The principal and interest on these obligations may be payable from the general revenues of the users of such facilities.
Municipal warrants are essentially call options on municipal bonds. In exchange for a premium, municipal warrants give the purchaser the right, but not the obligation, to purchase a Municipal Bond in the future. The Fund may purchase a warrant to lock in forward supply in an environment where the current issuance of bonds is sharply reduced. Like options, warrants may expire worthless and they may have reduced liquidity.
Options — The Fund may purchase and sell put options and call options 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. For a further description, see "Cover and Asset Segregation."
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
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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.
By writing a covered call option, the 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. By writing a put option, the 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.
The Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise price and expiration date as the option previously written.
When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section of the 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 the Fund enters into a closing purchase transaction, the 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.
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. 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.
The Fund may use NDOs which is a foreign exchange product 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.
The Fund may write (sell) and purchase covered call and put options on foreign currencies for hedging or non-hedging purposes. The 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 the Fund or to protect the U.S. dollar equivalent of dividends, interest, or other payments on those securities. In addition, the 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 the Fund's investment portfolio). The 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.
Other Investment Company Securities and Exchange-Traded Products — The Fund at times may invest in shares of other investment companies and exchange-traded products, including open-end funds, closed-end funds, BDCs, ETFs, ETNs, and interests in unit investment trusts. The Fund may invest in investment company securities advised by the Manager or the sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the 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 the Fund's own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
The 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. The Fund would invest in money market funds rather than purchasing individual short-term investments. If the Fund invests in money market funds shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which the Fund invests, including such fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
The Fund may purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF's shares may trade at a discount or premium to their NAV per share; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large
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decreases in stock prices) halts stock trading generally. The Fund may also invest in ETNs, which are structured debt securities. Whereas ETFs' liabilities are secured by their portfolio securities, ETNs' liabilities are unsecured general obligations of the issuer. ETFs and ETNs have expenses associated with their operation, typically including, with respect to ETFs, advisory fees.
BDCs are a specialized form of closed-end fund that invest generally in small developing companies and financially troubled businesses. BDCs invest in private companies and thinly traded securities of public companies, including debt instruments. Generally, little public information exists for private and thinly traded companies and there is a risk that investors may not be able to make fully informed investment decisions. Many debt investments in which a BDC may invest will not be rated by a credit rating agency and will be below investment grade quality. Risks faced by BDCs include: competition for limited BDC investment opportunities; the liquidity of a BDC's private investments; uncertainty as to the value of a BDC's private investments; risks associated with access to capital and leverage; and reliance on the management of a BDC. The Fund's investments in BDCs are similar and include portfolio company risk, leverage risk, market and valuation risk, price volatility risk and liquidity risk.
The 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 the Fund's total assets with respect to any one investment company and (iii) 10% of the Fund's total assets in all investment companies in the aggregate. However, the 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 the Fund, to invest in the ETF or other investment company in excess of the limits described above.
The SEC has proposed revisions to the rules permitting funds to invest in other investment companies. The SEC has also proposed rescinding most prior exemptive orders permitting fund of funds arrangements and certain fund of fund rules and SEC staff guidance. The proposed revisions and the related rescissions could alter the operations of fund of funds by limiting their investments in unaffiliated funds and direct investments and potentially imposing restrictions on their ability to redeem the investment company shares they hold.
Pay-in-Kind Securities — Pay-in-kind securities are debt securities that do not make regular cash interest payments. Pay-in-kind securities pay interest through the issuance of additional securities. Because these securities do not pay current cash income, their price can be volatile when interest rates fluctuate. Federal income tax law requires a holder of pay-in-kind securities to include in gross income each taxable year the portion of the non-cash income on those securities (i.e., the additional securities issued as interest thereon) accrued during that year.
In order to continue to qualify for treatment as a "regulated investment company" under the Internal Revenue Code and avoid federal excise tax, the Fund may be required to distribute a portion of such non-cash income and may be required to dispose of other portfolio securities (which may occur in periods of adverse market prices) in order to generate cash to meet these distribution requirements. See the section entitled "Tax Information."
Preferred Stock — A preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership but does not have the seniority of a bond, and its participation in the issuer's growth may be limited. Preferred stock generally has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is set at a fixed or variable rate, in some circumstances it can be changed or omitted by the issuer. Preferred stocks are subject to the risks associated with other types of equity securities, as well as additional risks, such as credit risk, interest rate risk, potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.
Real Estate Related Investments — The Fund may gain exposure to the real estate sector by investing in real estate-linked derivatives, REITs, and common, preferred and convertible securities of issuers in real estate-related industries. Adverse economic, business or political developments affecting real estate could have a major effect on the value of the Fund's investments. Investing in securities issued by real estate and real estate-related companies may subject the Fund to risks associated with the direct ownership of real estate. Changes in interest rates, debt leverage ratios, debt maturity schedules, and the availability of credit to real estate companies may also affect the value of the Fund's investment in real estate securities. Real estate securities are dependent upon specialized management skills at the operating company level, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of properties. Real estate securities are also subject to heavy cash flow dependency and defaults by borrowers. The real estate industry tends to be cyclical. Such cycles may adversely affect the value of the Fund's portfolio. The Fund will indirectly bear a proportionate share of a REIT's ongoing operating fees and expense. In addition, a REIT is subject to the possibility of failing to (a) qualify for tax-free pass-through of distributed net income and net realized gains under the Internal Revenue Code and (b) maintain exemption eligibility from Investment Company Act registration requirements.
Repurchase Agreements — A repurchase agreement is an agreement between the 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, the 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 the Fund's purchase price, reflecting an agreed upon rate that is the equivalent of interest. During the term of the repurchase agreement, the 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 the Fund to invest temporarily available cash on a fully-collateralized basis, repurchase agreements permit the Fund to earn income while retaining flexibility in pursuit of longer-term investments. Repurchase agreements may exhibit the economic characteristics of loans by the 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, the Fund would attempt to exercise its rights with respect to the underlying collateral, including possible sale of the securities. The 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 the Fund's rights.
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The Board has established procedures pursuant to which the sub-advisor monitors the creditworthiness of the counterparties with which the Fund enters into repurchase agreement transactions.
The 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 equity and fixed income securities such as U.S. Government and agency securities, municipal obligations, asset-backed securities, mortgage-backed securities, common and preferred stock, depositary receipts, ETFs, corporate obligations and convertible securities.
Reverse Repurchase Agreements — The Fund may borrow funds by entering into reverse repurchase agreements. Pursuant to such agreements, the Fund would sell portfolio securities to financial institutions such as banks and broker/dealers and agree to repurchase them at a mutually agreed-upon date and price. At the time the 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. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Fund may decline below the price at which the Fund is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by an investment company under the Investment Company Act.
Securities Loan Transactions — Securities loan transactions involve the lending of securities to a broker-dealer or institutional investor for its use in connection with short sales, arbitrages or other security transactions. The purpose of a securities loan transaction is to capture any demand premium paid by the borrower and to enable the Fund to continue to have the benefits of owning the securities loaned and at the same time earn fee income or income on the reinvestment of any cash collateral that it receives. Cash collateral received through securities loan transactions may be invested only in those categories of high quality liquid securities previously authorized by the Board. Please see the "Lending of Portfolio Securities" section for additional information.
Securities loans will be made in accordance with the following conditions: (1) the Fund receives collateral 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 in an amount at least equal to the value of the loaned securities; (2) the borrower is required to provide additional collateral if collateral value falls below the required level; (3) the Fund is able to terminate the loan at any time upon one standard settlement period's notice; (4) the Fund receives reasonable interest or other return on the loan or a flat fee from the borrower, as well as amounts approximately equivalent to any dividends, interest or other distributions on the securities loaned, and is entitled to the benefit of any increase in market value of the loaned securities; (5) the Fund may pay reasonable custodian or other fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, but the Fund is entitled to terminate the loan in order to be able to vote the loaned securities.
While there may be delays in recovery of loaned securities or even unindemnified losses should the borrower fail financially or otherwise default, loans will be made only to firms deemed to be acceptable credit risks pursuant to procedures adopted by the Board.
Senior Loans — The Fund may invest in senior loans, which include floating rate loans (sometimes referred to as "adjustable rate loans") that hold a senior position in the capital structure of U.S. and foreign corporations, partnerships or other business entities. Under normal circumstances, senior loans have priority of claim ahead of other obligations of a borrower in the event of liquidation. Senior loans may be collateralized or uncollateralized. They pay interest at rates that float above, or are adjusted periodically based on, a benchmark that reflects current interest rates. In addition to the risks typically associated with debt securities, such as credit and interest rate risk discussed above, senior loans are also subject to the risk that a court could subordinate a senior loan, which typically holds a senior position in the capital structure of a borrower, to presently existing or future indebtedness or take other action detrimental to the holders of senior loans. Senior loans usually have mandatory and optional prepayment provisions. If a borrower prepays a senior loan, the Fund will have to reinvest the proceeds in other senior loans or securities that may pay lower interest rates.
The Fund may acquire senior loan assignments or participations. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser's rights can be more restricted than those of the assigning institution, and, in any event, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation. See "Loan Interests" for a discussion of floating rate loans.
Separately Traded Registered Interest and Principal Securities and Zero Coupon Obligations — Separately traded registered interest and principal securities or "STRIPS" and zero coupon obligations are securities that do not make regular interest payments. Instead they are sold at a discount from their face value. The 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.
Short Sales — In connection with the use of certain instruments based upon or consisting of one or more baskets of securities, the sub-advisor may sell a security the Fund does not own, or in an amount greater than the Fund owns (i.e., make short sales). Generally, to complete a short sale transaction, the Fund or its broker will borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed. If the price at the time of replacement is more than the price at which the security was sold by the Fund, the Fund will incur a loss. Conversely, the Fund will realize a gain if the price of the security decreases between selling short and replacement. Although the Fund's gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited. Until the security is replaced, the Fund is required to pay fees or any interest that accrues during the period of the loan. To borrow the security, the Fund may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale may retained by the broker and the Fund will pledge additional collateral to the extent necessary to meet margin requirements until the short position is closed out. Until the Fund replaces the borrowed security, it will (a) maintain in a segregated account or
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earmark with its custodian cash or liquid securities at such a level that the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current market value of the security sold short or (b) otherwise cover its short position in accordance with applicable regulatory requirements. The Fund's policies and procedures regarding segregating such assets are described more fully under "Cover and Asset Segregation" in this SAI.
Short sales "against the box" are transactions in which the Fund sells a security short, but it also owns an equal amount of the securities sold short or owns securities that are convertible or exchangeable, without payment of further consideration, into an equal amount of such security.
The Fund may make a short sale when the sub-advisor believes the price of the stock may decline and when the sub-advisor does not currently want to sell the stock or convertible security it owns. In this case, any decline in the value of the Fund's portfolio securities would be reduced by a gain in the short sale transaction. Conversely, any increase in the value of the Fund's portfolio securities would be reduced by a loss in the short sale transaction.
Structured Products — The Fund may invest in structured products, including instruments such as credit-linked securities, commodity-linked notes and structured notes, which are potentially high-risk derivatives. For example, a structured product may combine a traditional stock or bond with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a structured product is tied (positively or negatively) to the price of some currency or securities index or another interest rate or some other economic factor (each a "benchmark"). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a structured product may be increased or decreased, depending on changes in the value of the benchmark.
Structured products can be used as an efficient means of pursuing a variety of investment goals, including increasing total return. Structured products may not bear interest or pay dividends. The value of a structured product or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a structured product. Under certain conditions, the redemption value of a structured product could be zero. Thus, an investment in a structured product may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest.
The purchase of structured products also exposes the Fund to the credit risk of the issuer of the structured product. These risks may cause significant fluctuations in the NAV of the Fund.
Credit-Linked Notes. CLNs are derivative debt obligations that are issued by limited purpose entities or by financial firms, such as banks, securities
firms or their affiliates, and that are structured so that their performance is linked to that of an underlying bond or other
debt obligation (a "reference asset"), normally by means of an embedded or underlying credit default swap. The reference assets
for the CLNs in which the Fund may invest will be limited to sovereign or quasi-sovereign debt instruments or other investments
in which the Fund's investment policies permit it to invest directly. The Fund may invest in CLNs when the Fund's Sub-Advisor
believes that doing so is more efficient than investing in the reference assets directly or when such direct investment by
the Fund is not feasible due to legal or other restrictions.
The issuer or one of the affiliates of the issuer of the CLNs in which the Fund will invest, normally will purchase the reference
asset underlying the CLN directly, but in some cases it may gain exposure to the reference asset through a credit default
swap or other derivative. Under the terms of a CLN, the Fund will receive a fixed or variable rate of interest on the outstanding
principal amount of the CLN, which in turn will be subject to reduction (potentially down to zero) if a "credit event" occurs
with respect to the underlying reference asset or its issuer. Such credit events will include payment defaults on the reference
asset, and normally will also include events that do not involve an actual default, such as actual or potential insolvencies,
repudiations of indebtedness, moratoria on payments, reference asset restructurings, limits on the convertibility or repatriation
of currencies, and the imposition of ownership restrictions. If a credit event occurs, payments on the CLN would terminate,
and the Fund normally would receive delivery of the underlying reference asset (or, in some cases, a comparable "deliverable"
asset) in lieu of the repayment of principal. In some cases, however, including but not limited to instances where there has
been a market disruption or in which it is or has become illegal, impossible or impracticable for the Fund to purchase, hold
or receive the reference assets, the Fund may receive a cash settlement based on the value of the reference asset or a comparable
instrument, less fees charged and certain expenses incurred by the CLN issuer.
CLNs are debt obligations of the CLN issuers, and the Fund would have no ownership or other property interest in the reference
assets (other than following a credit event that results in the reference assets being delivered to the Fund) or any direct
recourse to the issuers of those reference assets. Thus, the Fund will be exposed to the credit risk of the issuers of the
reference assets that underlie its CLNs, as well as to the credit risk of the issuers of the CLNs themselves. CLNs will also
be subject to currency risk, liquidity risk, valuation risks, and the other risks of a credit default swap. Various determinations
that may need to be made with respect to the CLNs, including the occurrence of a credit event, the selection of deliverable
assets (where applicable) and the valuation of the reference asset for purposes of determining any cash settlement amount,
normally will be made by the issuer or sponsor of the CLN. The interests of such issuer or sponsor may not be aligned with
those of the Fund or other investors in the CLN. Accordingly, CLNs may also be subject to potential conflicts of interest.
There may be no established trading market for the Fund's CLNs, in which event they may constitute illiquid investments.
Structured Notes. The Fund may invest in structured notes, which are derivative debt instruments with principal and/or interest payments linked
to the value of a commodity, a foreign currency, an index of securities, an interest rate or other financial indicators ("reference
instruments"). The payments on a structured note may vary based on changes in one or more specified reference instruments, such as a floating
interest rate compared to a fixed interest rate, the exchange rates between two currencies, one or more securities or a securities or commodities
index. A structured note may be positively or negatively indexed. For example, its principal amount and/or interest rate may increase or decrease if
the value of the reference instrument increases, depending upon the terms of the instrument. The change in the principal amount payable with respect
to, or the interest rate of, a structured note may be a multiple of the percentage change (positive or negative) in the value of the underlying reference
instrument or
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instruments. Structured notes can be used to increase the Fund's exposure to changes in the value of assets or to hedge the
risks of other investments that the Fund holds.
Structured notes are subject to interest rate risk. They are also subject to credit risk with respect both to the issuer and,
if applicable, to the underlying security or borrower. If the underlying investment or index does not perform as anticipated,
the structured note might pay less interest than the stated coupon payment or repay less principal upon maturity. The price
of structured notes may be very volatile and they may have a limited trading market, making it difficult to value them or
sell them at an acceptable price. In some cases, the Fund may enter into agreements with an issuer of structured notes to
purchase minimum amounts of those notes over time. In some cases, the Fund may invest in structured notes that pay an amount
based on a multiple of the relative change in value of the asset or reference. This type of note increases the potential for
income but at a greater risk of loss than a typical debt security of the same maturity and credit quality.
Certain issuers of structured products may be deemed to be investment companies as defined in the Investment Company Act.
As a result, the Fund's investments in these structured products may be subject to limits applicable to investments in investment
companies.
Supranational Risk — Supranational organizations are entities designated or supported by a government or governmental group to promote economic 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."
Swap Agreements — A swap is a transaction in which the 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. To mitigate this risk, the Fund will only enter into swap agreements with counterparties considered by the sub-advisor to present minimum risk of default, and the Fund normally obtains collateral to secure its exposure. Changing conditions in a particular market, 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.
The centrally cleared and OTC swap agreements into which the Fund enters normally provide for the obligations of the 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. To the extent that a swap agreement is subject to netting, the Fund's cover and asset segregation responsibilities will normally be with respect to the net amount owed by the Fund. See "Cover and Asset Segregation" for additional discussion of these matters. However, the Fund may be required to segregate liquid assets equal to the full notional amount of certain swaps, such as written credit default swaps on physically settled forwards or written options. The amount that the Fund must segregate may be reduced by the value of any collateral that it has pledged to secure its own obligations under the swap.
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; see "Illiquid and Restricted Securities" for a description of liquidity risk.
Caps, Floors and Collars. The Fund may also enter caps, floors and collars, which are types of interest rate swap agreements. The purchaser of an interest
rate cap agrees to pay a premium to the seller in return for the seller paying interest on a specified principal amount to
the purchaser based on the extent to which a specified interest rate exceeds a predetermined level. Conversely, the seller
of an interest rate floor agrees to pay interest on a specified principal amount to the purchaser based on the extent to which
a specified interest rate falls below a predetermined level. A collar combines a cap and selling a floor, establishing a predetermined
range of interest rates within which each party agrees to make payments.
Correlation Swaps. A correlation swap is used to speculate on or hedge risks associated with the observed average correlation of a collection
of underlying products.
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. The Fund may be either a seller or a buyer of credit protection under a credit default swap. Credit default swaps may be on
a single security, a
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basket of securities or on a securities index. 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. 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. 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.
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
swaps are subject to currency risk.
Equity Swaps. Equity swaps are subject to liquidity risk because the liquidity of equity swaps is based on the liquidity of the underlying
instrument, and are subject to counterparty risk, i.e., the risk that the counterparty to the equity swap transaction may
be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. To
the extent that there is an imperfect correlation between the return on the 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 the Fund's financial
risk. Equity swaps, like many other derivative instruments, involve the risk that, if the derivative security declines in
value, additional margin would be required to maintain the margin level. The seller may require the 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 for which the Fund is liable. The income tax treatment of swap agreements is unsettled and may be
subject to future legislation, regulations or administrative pronouncements issued by the Internal Revenue Service ("IRS").
If such future guidance limits the Fund's ability to use derivatives, the Fund may have to find other ways of achieving its
investment objectives.
Forward Swaps. A forward swap is created through the use of two swaps with different durations to meet the investment time period desired
by the sub-advisor.
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. 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.
The Fund may also invest in inflation swaps, where an inflation rate index is used in place of an interest rate index.
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 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.
Volatility Swaps. A volatility swap is a forward contract under which the payments to be received are dependent on the future realized volatility
of an underlying asset, such as a stock. A volatility swap involves exposure to volatility, not on whether the value of the
underlying asset goes up or down. Volatility swaps can be used to speculate on future volatility or as a hedge against volatility.
A volatility swap is subject to the risk that the future volatility of the underlying asset is higher or lower than the sub-advisor
anticipated.
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 the Fund computes its current NAV per share, causes a change in the price of the foreign securities and such price is not reflected in the Fund's current NAV per share, investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies.
Trust Preferred Securities — The Fund may invest in trust preferred securities. Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust's common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.
Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the Securities Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as the Fund, to sell their holdings.
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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. 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 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. U.S. Treasury obligations are subject to credit risk and interest rate risk.
Value Companies Risk — Value companies are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund's investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk. Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. The Fund's investments in value stocks may underperform growth or non-value stocks that have a broader investment style.
Variable or Floating Rate Obligations — The interest rates payable on certain fixed-income securities in which the Fund may invest are not fixed and may fluctuate based upon changes in market rates. A variable rate obligation has an interest rate which is adjusted at predesignated periods in response to changes in the market rate of interest on which the interest rate is based. Variable and floating rate obligations are less effective than fixed rate instruments at locking in a particular yield. Nevertheless, such obligations may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation, or for other reasons.
The Fund may invest in floaters and engage in credit spread trades. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every one or three months. While, because of the interest rate reset feature, floaters provide the Fund with a certain degree of protection against rises in interest rates, the Fund will participate in any declines in interest rates as well. A credit spread trade is an investment position relating to a difference in the prices or interest rates of two securities or currencies, where the value of the investment position is determined by movements in the difference between the prices or interest rates, as the case may be, of the respective securities or currencies.
Variable Rate Auction and Residual Interest Obligations — Variable rate auction and residual interest obligations are created when an issuer or dealer separates the principal portion of a long-term, fixed-rate municipal bond into two long-term, variable-rate instruments. The interest rate on one portion reflects short-term interest rates, while the interest rate on the other portion is typically higher than the rate available on the original fixed-rate bond.
When-Issued and Forward Commitment Transactions — These transactions involve a commitment by the Fund to purchase or sell securities at a future date, typically one to two months after the date of the transaction. These transactions enable the Fund to "lock-in" what the Manager or a 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, the 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, the 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. If the other party fails to complete the trade, the 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 the 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. Forward commitment transactions 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. The payment obligation and interest rate are fixed at the time the buyer enters into the forward commitment. Forward commitment transactions are typically used as a 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.
The Fund maintains with its custodian segregated (or earmarked) liquid securities in an amount at least equal to the when-issued or forward commitment transaction. When entering into a when-issued or forward commitment transaction, the Fund will rely on the other party to consummate the transaction; if the other party fails to do so, the Fund may be disadvantaged. Inasmuch as the Fund covers its obligations under these transactions, the Manager and the Fund believe such obligations do not constitute senior securities. Earmarking or otherwise segregating a large percentage of the Fund's assets could impede a sub-advisor's ability to manage the Fund's portfolio.
OTHER INVESTMENT STRATEGIES AND RISKS
In addition to the investment strategies and risks described in the Prospectus, the Fund may (except where otherwise indicated):
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
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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. When purchasing securities on a when-issued or forward commitment basis, a segregated amount of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
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.
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 the Fund exceeds 33¹/3% of its total assets (including the market value of collateral received). For purposes of complying with the Fund's investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law.
Enter into repurchase agreements. A repurchase agreement is an agreement under which securities are acquired by the 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 the 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.
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. The 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 the Fund in excess of this level are liquid.
INVESTMENT RESTRICTIONS
Fundamental Policies. The 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, the 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 the Fund's investable assets" means that the only investment securities that will be held by the Fund will be the Fund's interest in the investment company.
The Fund has 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 the Fund.
The following restrictions have been adopted by the Fund and may be changed with respect to the Fund only by the majority vote of the Fund's outstanding interests. "Majority of the outstanding voting securities" under the Investment Company Act and as used herein means, with respect to the 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.
The Fund may not:
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.
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).
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.
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.
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.
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 shall not constitute borrowing.
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Invest more than 5% of its total assets (taken at market value) in securities of any one issuer, other than obligations issued by the U.S. Government, its agencies and instrumentalities, or purchase more than 10% of the voting securities of any one issuer, with respect to 75% of the Fund's total assets.
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 or instrumentalities; and (ii) tax-exempt securities issued by municipalities or their agencies and authorities.
The above percentage limits (except the limitation to 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 effected. With respect to the fundamental investment restriction relating to making loans set forth in number 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 the 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 Fund's shares with respect to the payment of dividends or the distribution of Fund assets. The Investment Company Act prohibits the Fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that the Fund is 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 the 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, the 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 the Fund's industry concentration policy set forth in (8) 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 the Fund's assets will be invested in securities issued by any one foreign government or supranational organization. The 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, the Fund will invest in the securities of such a company only if it can do so under its policy of not being concentrated in any particular industry or group of industries.
Non-Fundamental Investment Restrictions. The following non-fundamental investment restrictions apply to the Fund (except where noted otherwise) and may be changed with respect to the Fund by a vote of a majority of the Board. The Fund may not:
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
Purchase securities on margin, except that (1) the Fund may obtain such short-term credits as necessary for the clearance of transactions, and (2) the 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, 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 the Fund's best interest, the 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 the Fund sold and replaced the entire value of its securities holdings during the period. High portfolio turnover can increase the Fund's transaction costs and generate additional capital gains or losses.
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The Fund's turnover rate increased from 135% during the fiscal year ended June 30, 2018 to 198% in the fiscal year ended June 30, 2019 as the subadvisor implemented a strategy to increase credit quality and extend duration in response to the economic and market environment during the most recent fiscal period.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Fund publicly discloses portfolio holdings information as follows:
a complete list of holdings for the 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);
a complete list of holdings for the 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);
a complete list of holdings for the Fund as of the end of each calendar quarter on the Fund's website (www.americanbeaconfunds.com) approximately sixty days after the end of the calendar quarter; and
ten largest holdings for the Fund as of the end of each calendar quarter on the Fund's website (www.americanbeaconfunds.com) and in sales materials approximately fifteen days after the end of the calendar quarter.
Public disclosure of the 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 the Fund's best interest. Disclosure of the Fund's ten largest holdings may exclude U.S. Treasury securities and cash equivalent assets, although such holdings will be included in the 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 Fund, third-party service providers, rating and ranking organizations, and others — may request portfolio holdings information that has not yet been publicly disclosed by the Fund. The Fund's 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 a Policy and Procedures for Disclosure of Portfolio Holdings Information. 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 the 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 Fund or to assist the Manager and the sub-advisor in managing the Fund ("service providers"). The service providers have a duty to keep the Fund's nonpublic information confidential either through written contractual arrangements with the Fund (or another Fund service provider) or by the nature of their role with respect to the Fund (or the service provider). The Fund has 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 Fund has 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 Fund has 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. and its designated foreign sub-custodians |
Securities lending agent for Funds that participate in securities lending, Fund's custodian and foreign custody manager, and foreign sub-custodians |
Complete list on intraday basis with no lag |
PricewaterhouseCoopers LLP |
Fund’s independent registered public accounting firm |
Complete list on intraday basis with no lag |
FactSet Research Systems, Inc. |
Performance and portfolio analytics reporting for the Manager |
Complete list on intraday basis with no lag |
Bloomberg, L.P. |
Performance and portfolio analytics reporting |
Complete list on intraday basis with no lag |
Institutional Shareholder Services |
Proxy voting research provider for sub-advisor |
Complete list on intraday basis with no lag |
Glass, Lewis & Co., LLC |
Proxy voting services for sub-advisor |
Complete list on intraday basis with no 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 Fund's portfolio securities, pricing services, legal counsel, and issuers (or their agents). Broker-dealers utilized by the Fund 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
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being considered for appointment as a sub-advisor to the Fund. If the Fund participates in securities lending activities, potential borrowers of the Fund's securities receive information pertaining to the Fund's securities available for loan. Such information is provided on a current basis with no lag. The Fund utilizes 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 Fund 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 Fund does not have written contractual arrangements with these third parties regarding the confidentiality of the holdings information. However, the Fund would not continue to utilize a third party that the Manager determined to have misused nonpublic holdings information.
The Fund has ongoing arrangements to provide periodic holdings information to certain organizations that publish ratings and/or rankings for the Fund or that redistribute the Fund's holdings to financial intermediaries to facilitate their analysis of the Fund. The Fund has 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 Fund 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 Fund's website.
No compensation or other consideration may be paid to the Fund, the Fund's 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:
Recipients of portfolio holdings information must agree in writing to keep the information confidential until it has been posted to the Fund's website and not to trade based on the information;
Holdings may only be disclosed as of a month-end date;
No compensation may be paid to the Fund, the Manager or any other party in connection with the disclosure of information about portfolio securities; and
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 Fund, 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 the 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 Fund 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 Fund's SAI.
The Manager and the sub-advisor to the Fund may manage substantially similar portfolios for clients other than the Fund. Those other clients may receive and publicly disclose their portfolio holdings information prior to public disclosure by the Fund. The Holdings Policy is not intended to limit the Manager or the sub-advisor from making such disclosures to their clients.
LENDING OF PORTFOLIO SECURITIES
The 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, the 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. The Fund also has the right to terminate a loan at any time. The Fund does not have the right to vote on securities while they are on loan; however, it is the Fund's policy to attempt to terminate loans in time to vote those proxies that the Fund determines are material to its interests. Loans of portfolio securities may not exceed 331/3% of the value of the Fund's total assets (including the value of all assets received as collateral for the loan). The Fund 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, the 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 Fund and State Street, its securities lending agent, State Street indemnifies the Fund for certain losses resulting from a borrower default. However, should the borrower of the securities fail financially, the Fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. In a loan transaction, the Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The 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 Fund does not intend to engage in securities lending activities.
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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 Fund, which includes the general oversight and review of the Fund's investment activities, in accordance with federal law and the law of the Commonwealth of Massachusetts as well as the stated policies of the Fund. The Board oversees the Trust's officers and service providers, including American Beacon Advisors, Inc., which is responsible for the management of the day-to-day operations of the Fund 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 Chief Compliance Officer. 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 Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. American Beacon, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day risk management for the Fund. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. 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 Fund.
In general, the 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 Fund. In addition, under the general oversight of the Board, American Beacon, the Fund's investment adviser, and other service providers to the Fund have themselves adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect to different types of risks. Further, American Beacon as manager of the Fund oversees and regularly monitors the investments, operations and compliance of the Fund's investment advisers.
The Board also oversees risk management for the Trust and the Fund 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 Fund's 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 Fund. 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 Fund's CCO, on a periodic or regular basis. At least annually, the Board receives a report from the Fund's CCO regarding the effectiveness of the Fund's 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 Fund's CCO to discuss matters relating to the Fund's compliance program.
Board Structure and Related Matters
Independent Trustees constitute at least three-fourths 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 Fund. 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 the Fund's investment advisory agreement with American Beacon, while specific matters related to oversight of the Fund's 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 Fund's 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 32 series within the American Beacon Funds, 1 series within the American Beacon Institutional Funds Trust, 1 series within the American Beacon Select Funds, 1 series within the American Beacon Sound Point
31 |
Enhanced Income Fund, 1 series within the American Beacon Apollo Total Return Fund, and the American Beacon Sound Point Alternative Lending Fund, which currently has no series. The same persons who constitute the Board of the Trust also constitute the Board of Trustees of the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, the American Beacon Apollo Total Return Fund, American Beacon Select Funds, and the American Beacon Sound Point Alternative Lending Fund and each Trustee oversees the Trusts' combined 36 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 Emeritus and Retirement Policy 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 Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
INTERESTED TRUSTEE |
|
|
|
|
|
Alan D. Feld** (82) |
Trustee since 2019 |
Trustee of American Beacon Funds since 1996
|
Trustee since 2017 |
Trustee since 2018 |
Partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP (law firm) (1960-Present). |
NON-INTERESTED TRUSTEES |
|
|
|
|
|
Gilbert G. Alvarado (49) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Director, Kura MD, Inc. (local telehealth organization) (2015-Present); Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-Present); Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-Present); Director, Innovative North State (2012-2015); Director, Sacramento Regional Technology Alliance (2011-2016); Director, Women’s Empowerment (2009-2014); Director, Valley Healthcare Staffing (2017-Present). |
Joseph B. Armes (57) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Chairman & CEO, CSW Industrials, Inc. (NASDAQ: CSWI) (2015-Present); Chairman of the Board of Capital Southwest Corporation (NASDAQ: CSWC), predecessor to CSW Industrials, Inc. (2014-2017); CEO Capital Southwest Corporation (2013-2015); President & CEO JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer NYSE: RSPP)(2013-2018). |
Gerard J. Arpey (61) |
Trustee since 2019 |
Trustee since 2012 |
Trustee since 2017 |
Trustee since 2018 |
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). |
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* The Board has adopted a retirement policy that requires Trustees, other than Mr. Feld, to retire no later than the last day
of the calendar year in which they reach the age of 75. The Board has approved a waiver from the retirement policy with respect
to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the
age of 76.
** Mr. Feld is deemed to be an "interested person" of the Trust, as defined by the Investment Company Act. Mr. Feld's law firm of Akin, Gump, Strauss, Hauer & Feld LLP has provided legal services within the past two fiscal years to one or more sub-advisors to certain funds in the American Beacon Funds Complex.
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.
33 |
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.
Alan D. Feld: Mr. Feld has extensive experience as a business attorney, organizational management experience as chairman of a law firm, experience as a director of several publicly held companies, service as a trustee of a private university and a board member of a hospital, 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.
Richard A. Massman: Mr. Massman has extensive experience as a business attorney, organizational management experience as a founding member of a law firm, experience as a senior vice president and general counsel of a large private company, service as the chairman and director of several foundations, including services on their Investment Committees and Finance Committees, chairman of a governmental board, chairman of various professional organizations and multiple years of service as a Trustee and as Independent Chair.
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.
R. Gerald Turner: Mr. Turner has extensive organizational management experience as president of a private university, service as a director and member of the audit and governance committees of various publicly held companies, service as a member to several charitable boards, 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 Ms. Holz, and Messrs. Duffy and Alvarado (Chair). Ms. Cline, as Chair of the Board, serves on the Audit Committee in an ex-officio non-voting capacity. None of the members of the committee are "interested persons" of the Trust, as defined by the Investment Company Act. 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 Fund 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 June 30, 2019.
The Trust has a Nominating and Governance Committee ("Nominating Committee") that is comprised of Messrs. Massman (Chair), Feld, and Turner, and Ms. Cline. 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 Bylaws of the Trust. The Nominating and Governance Committee met four (4) times during the fiscal year ended June 30, 2019.
The Trust has an Investment Committee that is comprised of, Ms. McKenna (Chair), Messrs. Armes, Arpey, and Lindgren. 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 Fund; (b) to evaluate recommendations by the Manager regarding the hiring or removal of designated sub-advisors to the Fund; (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 Fund; 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 June 30, 2019.
Trustee Ownership in the Fund
The following table shows the amount of equity securities owned in the American Beacon Funds Complex by the Trustees as of the calendar year ended December 31, 2018.
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|
INTERESTED TRUSTEE |
|
Feld |
American Beacon TwentyFour Strategic Income Fund |
None |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
Over $100,000 |
|
NON-INTERESTED TRUSTEES |
|||||||||
|
Alvarado |
Armes |
Arpey |
Cline |
Duffy |
Holz |
Lindgren |
Massman |
McKenna |
Turner |
American Beacon TwentyFour Strategic Income Fund |
None |
None |
None |
$10,001-$50,000 |
None |
None |
None |
None |
None |
None |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
$10,001-$50,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
None |
None |
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 $120,000; (2) meeting attendance fee (for attendance in person or via teleconference) of (a) $10,000 for attendance by Board members for each regularly scheduled Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and (c) $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee; and (3) reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time.
Since January 1, 2019, 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 only a single $2,500 fee each quarter for her attendance at those 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.
1 Messrs. Feld and Massman are each expected to retire as a Trustee of the Trust effective as of the close of business on December 31, 2019.
2 Upon retirement from the Board, each of these Trustees is eligible for flight benefits afforded to Trustees who served on the Boards as of June 4, 2008 as described below.
The Boards adopted a Trustee Retirement Policy and Trustee Emeritus and 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"). The Eligible Trustees are Messrs. Feld, Massman and Turner and Ms. Cline. The mandatory retirement age does not apply to Mr. Feld, and the Board has approved a waiver from the retirement policy with respect to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the age of 76. Additionally, 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.
35 |
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 commit to provide certain ongoing services and advice to the Board members and the Trusts; however, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Fund. Currently, there are no Trustees with Trustee Emeritus status.
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, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund.
36 |
Name (Age) |
Position and Length of Time Served on the American Beacon Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
OFFICERS |
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|
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|
Gene L. Needles, Jr. (64) |
President since 2019 |
President since 2009 |
President since 2017 |
President since 2018 |
President (2009-2018), CEO and Director (2009-Present), and Chairman (2018-Present), American Beacon Advisors, Inc.; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Investment Holdings, LLC; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present),Resolute Topco, Inc.; President (2015-2018); Director, and CEO (2015-Present), and Chairman (2018-Present), Resolute Acquisition, Inc.; President (2015-2018), Director and CEO (2015-Present), Chairman (2018-Present), Resolute Investment Managers, Inc.; Director, Chairman, President and CEO, Resolute Investment Distributors (2017-Present); Director, Chairman, President and CEO; Resolute Investment Services, Inc. (2017-Present); President and CEO, Lighthouse Holdings Parent, Inc. (2009-2015); President, CEO and Director, Lighthouse Holdings, Inc. (2009-2015); Manager, President and CEO, American Private Equity Management, LLC (2012-Present); Director, Chairman, President and CEO, Alpha Quant Advisors, LLC (2016-Present); Director, ARK Investment Management LLC (2016-Present); Director, Shapiro Capital Management LLC (2017-Present); Director, Chairman and CEO, Continuous Capital, LLC (2018-Present); President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Director and President, American Beacon Cayman Transformational Innovation Company, LTD., (2017-2018); President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); President American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Member, Investment Advisory Committee, Employees Retirement System of Texas (2017-Present); Trustee, American Beacon NextShares Trust (2015-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present); Director, Green Harvest Asset Management (2019-Present). |
37 |
Jeffrey K. Ringdahl (44) |
Vice President since 2019 |
Vice President since 2010 |
Vice President since 2017 |
Vice President since 2018 |
Director (2015-Present), President (2018-Present), Chief Operating Officer (2010-Present), Senior Vice President (2013-2018), Vice President (2010-2013), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice Present (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 & COO (2018-Present), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President (2017-Present), Resolute Investment Distributors, Inc.; Director (2017-Present), President & COO (2018-Present), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; Senior Vice President (2017-Present), Vice President (2012-2017), Manager (2015-2018), American Private Equity Management, LLC; Senior Vice President, Lighthouse Holdings Parent, Inc. (2013-2015); Senior Vice President, Lighthouse Holdings, Inc. (2013-2015); Trustee, American Beacon NextShares Trust (2015-Present); Director, Executive Vice President & COO, Alpha Quant Advisors, LLC (2016-Present); Director, Shapiro Capital Management, LLC (2017-Present); Director, Executive Vice President & COO, Continuous Capital, LLC (2018-Present); Director and Vice President, American Beacon Cayman Transformational Innovation Company, Ltd., (2017-Present); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Vice President, American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present). |
38 |
39 |
Melinda G. Heika (58) |
Treasurer and Chief Accounting Officer since 2019 |
Treasurer and Chief Accounting Officer since 2010 |
Treasurer and Chief Accounting Officer since 2017 |
Treasurer and Chief Accounting Officer since 2018 |
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); Treasurer and CFO, Resolute Investment Managers, Inc. (2017-Present); Treasurer, Resolute Investment Distributors, Inc. (2017-2017); Treasurer and CFO, Resolute Investment Services, Inc. (2015-Present); Treasurer, Lighthouse Holdings Parent Inc., (2010-2015); Treasurer, Lighthouse Holdings, Inc. (2010-2015); Treasurer, American Private Equity Management, LLC (2012-Present); Treasurer and CFO, Alpha Quant Advisors, LLC (2016-Present); Treasurer and CFO, Continuous Capital, LLC (2018-Present); Treasurer, American Beacon Cayman Transformational Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Treasurer, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present). |
Sonia L. Bates (62) |
Assistant Treasurer since 2019 |
Assistant Treasurer since 2011 |
Assistant Treasurer since 2017 |
Assistant Treasurer since 2018 |
Assistant Treasurer, American Beacon Advisors, Inc. (2011-2018); Assistant Treasurer, Lighthouse Holdings Parent Inc. (2011-2015); Assistant Treasurer, Lighthouse Holdings, Inc. (2011-2015); Assistant Treasurer, American Private Equity Management, LLC (2012-Present); Assistant Treasurer, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-Present); Assistant Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present). |
Christina E. Sears (48) |
Chief Compliance Officer and Assistant Secretary since 2019 |
Chief Compliance Officer since 2004 and Assistant Secretary since 1999 |
Chief Compliance Officer and Assistant Secretary since 2017 |
Chief Compliance Officer and Assistant Secretary since 2018 |
Chief Compliance Officer (2004-Present) and Vice President (2019-Present), American Beacon Advisors, Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Distributors (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-Present); Chief Compliance Officer, RSW Investments Holdings, LLC (2019-Present); Chief Compliance Officer (2016-2019) and Vice President (2016-Present), Alpha Quant Advisors, LLC; Chief Compliance Officer (2018-2019) and Vice President (2018-Present), Continuous Capital, LLC. |
Shelley D. Abrahams (44) |
Assistant Secretary since 2019 |
Assistant Secretary since 2008 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Select Funds (2008-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present). |
Rebecca L. Harris (52) |
Assistant Secretary since 2019 |
Assistant Secretary since 2010 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services (2015-Present); Vice President, Alpha Quant Advisors, LLC (2016-Present); Vice President, Continuous Capital, LLC (2018-Present). |
Teresa A. Oxford (61) |
Assistant Secretary since 2019 |
Assistant Secretary since 2015 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-Present); Assistant Secretary, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-Present). |
40 |
CODE OF ETHICS
The Manager, the Trust, the Distributor (as defined below), 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
From time to time, the Fund may own a security whose issuer solicits a proxy vote on certain matters. The Board seeks to ensure that proxies are voted in the best interests of the Fund's shareholders and has delegated proxy voting authority to the Manager. The Manager in turn has delegated proxy voting authority to the sub-advisor with respect to the Fund's assets under the sub-advisor's management. The Trust has adopted a Proxy Voting Policy and Procedures that governs proxy voting by the Manager and sub-advisor, including procedures to address potential conflicts of interest between the Fund's shareholders and the Manager, the sub-advisor or their affiliates. The Board has approved the Manager's proxy voting policies and procedures with respect to Fund assets under the Manager's management. Please see Appendix A for a copy of the Proxy Policy. The sub-advisor's proxy voting policy and procedures are summarized (or included in their entirety) in Appendix B. The Fund's 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 the 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 the Fund. The actions of an entity or person that controls the Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over the Fund or large redemptions by a control person could cause the Fund's other shareholders to pay a higher pro rata portion of the Fund's expenses.
Set forth below are entities or persons that own 5% or more of the outstanding shares of a Class of the Fund as of September 30, 2019. The Trustees and officers of the Trusts, as a group, own 2.04% of the Institutional Class shares, and 2.81% of the Investor Class shares of the Fund's shares outstanding. The Trustees and officers of the Trusts, as a group own less than 1% of all other classes of the Fund's shares outstanding.
41 |
JERSEY CITY NJ 07310-1995 |
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PERSHING LLC* |
29.36% |
74.82% |
5.39% |
|
53.21% |
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27.98% |
1 PERSHING PLZ |
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JERSEY CITY NJ 07399-0001 |
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TD AMERITRADE INC FBO* |
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6.14% |
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6.81% |
OUR CUSTOMERS |
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PO BOX 2226 |
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OMAHA NE 68103-2226 |
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UBS WM USA* |
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24.56% |
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8.95% |
OMNI ACCOUNT M/F |
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SPEC CDY A/C EBOC UBSFSI |
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1000 HARBOR BLVD |
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WEEHAWKEN NJ 07086-6761 |
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WELLS FARGO CLEARING SERVICES LLC* |
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9.63% |
16.49% |
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6.03% |
SPECIAL CUSTODY ACCT FOR THE |
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EXCLUSIVE BENEFIT OF CUSTOMERS |
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2801 MARKET ST |
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ST LOUIS MO 63103-2523 |
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AMERICAN BEACON ADVISORS |
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100.00% |
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220 LAS COLINAS BLVD E STE 1200 |
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IRVING TX 75039-5500 |
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* Denotes record owner of Fund shares only
INVESTMENT SUB-ADVISORY AGREEMENT
The Fund's 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 Fund.
The Trust, on behalf of the Fund, and the Manager have entered into an Investment Advisory Agreement with TwentyFour pursuant to which the Fund has agreed to pay TwentyFour an annualized subadvisory fee that is calculated and accrued daily equal to 0.32% on the first $1 billion and 0.27% over $1 billion of the Fund's average daily net assets.
The 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 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 Agreement 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 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.
In rendering investment advisory services to the Fund, 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 Fund. 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 Fund 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.
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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.
The Manager is paid a management fee as compensation for providing the Fund with management and administrative services. The expenses are allocated daily to each class of shares of the Fund based upon the relative proportion of net assets represented by such class. The Management Agreement provides for the Manager to receive an annualized management fee based on a percentage of the 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 Fund's 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 the Fund's assets that the sub-advisor determines to be allocated to short-term investments.
The 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 the 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 the 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 the sub-advisor to the investment style of the Fund; fees paid for brokerage commission analysis for the purpose of monitoring best execution practices of the sub-advisor; 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 the Fund in order to maintain competitive expense ratios for the Fund. The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the 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 the 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.
The Manager and the Trust, on behalf of the Fund, has entered into an Investment Advisory Agreement with the sub-advisor pursuant to which the Fund has agreed to pay the sub-advisor the amounts due under the Investment Advisory Agreement directly.
The following tables show the total management fees paid to the Manager for management and administrative services fees paid to the Manager, fees waived or recouped by the Manager and the investment advisory fees paid to the sub-advisor based on the Fund's average daily net assets from the Fund's commencement of operations, April 3, 2017 through June 30, 2017 and for the fiscal years ended June 30, 2018, and June 30, 2019, and fees waived or recouped by the subadvisor, if applicable. The fees paid to the Manager were equal to 0.35% of the Fund's average daily net assets. In the table below, the fees paid to the sub-advisor are expressed both as a dollar amount and percentage of the Fund's average daily net assets.
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Management Fees Paid to American Beacon Advisors, Inc. (Gross) |
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April 3, 2017 to
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2018 |
2019 |
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$12,909 |
$73,595 |
$230,802 |
Sub-advisor Fees (Gross) |
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April 3, 2017 to
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2018 |
2019 |
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$11,802 |
$67,571 |
$212,524 |
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0.32% |
0.32% |
0.32% |
Management Fees (Waived)/Recouped |
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April 3, 2017 to
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2018 |
2019 |
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$(12,909) |
$(73,595) |
$(230,802) |
Sub-Advisor Fees (Waived)/Recouped |
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April 3, 2017 to
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2018 |
2019 |
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$(11,802) |
$(67,571) |
$(150,812) |
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 Fund 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 the Fund through broker-dealers and other financial intermediaries who require compensation for their expenses in order to offer shares of the Fund. Distribution fees pursuant to Rule 12b-1 under the Investment Company Act for the fiscal year ended June 30, 2019 were:
Distribution Fees |
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2019 |
A Class* |
$6,607 |
C Class* |
$8,614 |
* A Class and C Class shares of the Fund were not offered for sale prior to October 29, 2018.
Certain sub-advisors of the Fund or other series of the American Beacon Funds contribute to the Manager to support the Fund's 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, the Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional 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, Institutional 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 the Fund's "Other Expenses" in the Table of Fees and Expenses in the Prospectus, will be payable monthly in arrears. The primary expenses expected to be incurred under the Service Plans are shareholder servicing, record keeping fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.
Service fees paid by the Fund's A Class, C Class, and Investor Class shares pursuant to the Plan from the Fund's commencement of operations, April 3, 2017, through the fiscal year ended June 30, 2017, and for the fiscal years ended June 30, 2018, and June 30, 2019 are set forth below:
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Service Fees |
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April 3, 2017 to
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2018 |
2019 |
A Class1 |
N/A |
N/A |
$233 |
C Class1 |
N/A |
N/A |
$104 |
Investor Class |
$68 |
$1,648 |
$4,533 |
1 A Class and C Class shares of the Fund were not offered for sale prior to October 29, 2018.
Securities Lending Fees
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays 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 Fund since it commenced operations.
As of the date of this SAI, the Fund does not intend to engage in securities lending activities.
The SEC has granted exemptive relief that permits the 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 Fund's distributor and principal underwriter of the Fund's 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 Fund. The Distributor continually distributes shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Fund's 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 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.
Prior to March 1, 2018, Foreside Fund Services, LLC ("Foreside"), located at Three Canal Plaza, Suite 100, Portland, Maine 04101, served as the distributor and principal underwriter of the Fund's shares. Pursuant to a Sub-Administration Agreement between Foreside and the Manager in effect through February 28, 2018, Foreside received a fee from the Manager for providing administrative services in connection with the marketing and distribution of shares of the Trust, including the registration of Manager employees as registered representatives of Foreside to facilitate distribution of Fund shares. Foreside also received a fee from the Manager under a Marketing Agreement pursuant to which Foreside provided services in connection with the marketing of the Fund to institutional investors.
There were no aggregate commissions paid to, or retained by, Foreside from the sale of shares and the CDSC on the redemption of shares from the Fund's commencement of operations, April 3, 2017, through June 30, 2017 and during the fiscal year ended June 30, 2018.
The following table lists the underwriting fees and other compensation paid to RID from March 1, 2018 through June 30, 2018 and the fiscal year ended June 30, 2019:
Fund |
Fiscal Year |
Aggregate Commissions |
Amounts Retained by Distributor |
TwentyFour Strategic Income Fund
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2019 |
$18,750 |
$8,223 |
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2018 |
$0 |
$0 |
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 the Fund.
OTHER SERVICE PROVIDERS
State Street, located at One Lincoln Street, Boston, Massachusetts 02111, serves as custodian for the Fund. In addition to its other duties as custodian, pursuant to an Administrative Services Agreement and instructions given by the Manager, State Street may receive compensation from the Fund for investing certain excess cash balances in designated futures or forwards. State Street also serves as the Fund's 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 the Fund with certain financial reporting and tax services.
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DST Asset Manager Solutions, 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 Fund's 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 Fund.
PORTFOLIO MANAGERS
The portfolio managers to the Fund (the "Portfolio Managers") have responsibility for the day-to-day management of accounts other than the Fund. Information regarding these other accounts has been provided by each Portfolio Manager's firm and is set forth below. The number of accounts and assets is shown as of June 30, 2019.
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Number of Other Accounts Managed and Assets by Account Type |
Number of Accounts and Assets for Which Advisory Fee is Performance-Based |
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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 |
TwentyFour Asset Management (US) LP ("TwentyFour")
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Eoin Walsh |
0 |
0 |
11 ($8.7 bil) |
0 |
0 |
1 ($87 mil) |
Gary Kirk |
0 |
0 |
11 ($8.7 bil) |
0 |
0 |
1 ($87 mil) |
Mark Holman |
0 |
0 |
11 ($8.7 bil) |
0 |
0 |
1 ($87 mil) |
Pierre Beniguel |
0 |
0 |
11 ($8.7 bil) |
0 |
0 |
1 ($87 mil) |
Felipe Villarroel |
0 |
0 |
11 ($8.7 bil) |
0 |
0 |
1 ($87 mil) |
Conflicts of Interest
As noted in the table above, the Portfolio Managers manage accounts other than the Fund. This side-by-side management may present potential conflicts between a Portfolio Manager's management of the Fund's 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 the Fund and other accounts. The information regarding potential conflicts of interest was provided by the sub-advisor as of June 30, 2019.
TwentyFour keeps records and regularly updates a record of the kinds of service or activity carried out by or on behalf of TwentyFour in which a conflict of interest entailing a material risk of damage to the interests of one or more clients has arisen or may arise. TwentyFour maintains and operates effective organizational and administrative arrangements with a view to taking all reasonable steps to identify, manage, and, where possible, prevent conflicts. If these arrangements are not sufficient to ensure with reasonable confidence, that risk of damage to the interests of a client will be prevented, the firm must clearly disclose the general nature and/or sources of conflicts to the client.
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 June 30, 2019.
Remuneration at the sub-advisor is made up of fixed (‘salary') and variable (‘bonus') components. Salary is set in line with the market at a level to retain, and when necessary attract, skilled staff. Any bonus paid is designed to both reflect the performance of a person in contributing to the success of the sub-advisor and their success in meeting, or exceeding, targets that have been set by the sub-advisor on an individual basis. Where remuneration is performance-related then in addition to the performance of the individual, the sub-advisor will also take into account the performance of the business unit concerned and the sub-advisor's overall results. Performance assessment will not relate solely to financial criteria but will also include compliance with regulatory obligations and adherence to effective risk management. In keeping with the Firm's long term objectives, the assessment of performance will take into account longer-term performance and payment of any such performance-related bonuses may need to be spread over more than one year to take account of the sub-advisor's business cycle. The measurement of financial performance will be based principally on profits and not on revenue or turnover. Awards will reflect the sub-advisor's financial performance and, as such, variable remuneration may be reduced where subdued or negative financial performance occurs. The sub-advisor will not ordinarily make any variable remuneration awards should it make a loss. In exceptional circumstances such payments may need to be considered. In such cases the sub-advisor‘s management board, in conjunction with the compliance officer, will consider and document whether such an award would be in keeping with the sub-advisor's remuneration policy.
Ownership of the Fund
A Portfolio Manager's beneficial ownership of the 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 table below sets forth each Portfolio Manager's beneficial ownership of the Fund as of June 30, 2019 as provided by the Fund's sub-advisor.
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Name of Investment Advisor and Portfolio Managers |
TwentyFour Strategic Income Fund |
Eoin Walsh |
None |
Gary Kirk |
None |
Mark Holman |
None |
Pierre Beniguel |
None |
Felipe Villarroel |
None |
PORTFOLIO SECURITIES TRANSACTIONS
In selecting brokers or dealers to execute particular transactions, the Manager and the sub-advisor are authorized to 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 the Fund's NAV), and other information provided to the 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 are also authorized to cause the 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 brokerage and research services provided, viewed in terms of that particular transaction or 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) 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, 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 Fund's investment objectives 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, the sub-advisor of the 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. The Fund's turnover rate, or the frequency of portfolio transactions, will vary from year to year depending on market conditions and the Fund's cash flows. High portfolio turnover increases the 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 the 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.
The 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 the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the 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 June 30, 2019, the Fund did not receive any compensation as a result of participation in a commission recapture program.
Affiliated Brokerage Commissions
For the three most recent fiscal years ended June 30, 2017, 2018, and 2019, no brokerage commissions were paid to affiliated brokers by the Fund.
Brokerage Commissions
For the three most recent fiscal years ended June 30, 2017, 2018, and 2019, no brokerage commissions were paid by the Fund.
Soft Dollars
For the fiscal year ended June 30, 2019, the Fund did not direct any transactions to brokers for research services.
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Securities Issued by Top 10 Brokers
The following table lists the Fund's holdings in securities issued by a broker-dealer (or by its parent) that were one of the top ten brokers or dealers, for the fiscal year ended June 30, 2019, through which the Fund executed transactions or sold shares.
Regular Broker-Dealers |
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Aggregate Value of Securities (000's) |
Barclays PLC |
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$1,210 |
UBS |
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$952 |
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.
Letter of Intent. 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 Fund 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 Fund's 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 the Fund may be sold at NAV (without the imposition of a front-end sales charge) to:
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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;
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;
companies exchanging securities with the Fund through a merger, acquisition or exchange offer;
insurance company separate accounts;
accounts managed by the Manager, a sub-advisor to the Fund and its affiliated companies;
the Manager or a sub-advisor to the Fund and its affiliated companies;
an individual or entity with a substantial business relationship with, which may include the officers and employees of the Fund's custodian or transfer agent, the Manager or a sub-advisor to the Fund and its affiliated companies, or an individual or entity related or relating to such individual or entity;
full-time employees of banks that have sales agreements with the Distributor, who are solely dedicated to directly supporting the sale of mutual funds;
directors, officers and employees of financial institutions that have a selling group agreement with the Distributor;
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 the Fund supermarket or in a wrap program, asset allocation program or other program in which the clients pay an asset-based fee;
clients of authorized dealers purchasing shares in fixed or flat fee brokerage accounts;
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 the Fund in the American Beacon Funds fund family; and
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 directly through American Beacon Funds in order to take advantage of the waiver. The Fund 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;
death distributions paid to a beneficiary's account that are used by the beneficiary to purchase Fund shares in a different account; and
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 directly through American Beacon Funds 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 the 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 the 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 the 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.
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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 after age 701/2.
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 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 the Fund intends to redeem shares in cash, the 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 Fund's net asset value of the Fund during any 90-day period. Redemption in kind is not as liquid as a cash redemption. In addition, to the extent the 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 the Fund will continue to qualify each taxable year as a 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 Fund and its 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 Fund 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 Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
Taxation of the Fund
The 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, the 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, 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 Other 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").
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By qualifying for treatment as a RIC, the 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 the 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 the Fund's income and performance. Furthermore, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before re-qualifying for RIC treatment. It is possible that the Fund will not qualify as a RIC in any given taxable year.
The 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 October 31 of that year, plus certain other amounts. The 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 the Fund may realize in connection therewith. In general, the Fund's (1) gains from the disposition of foreign currencies and (2) Qualifying Other Income will be treated as qualifying income under the Gross Income Requirement.
Dividends and interest the 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 the Fund's foreign tax in advance, since the amount of its assets to be invested in various countries is not known.
The Fund may invest in the stock of "passive foreign investment companies" ("PFICs"). A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests for a taxable year: (1) at least 75% of its gross income is passive; or (2) an average of at least 50% of the value (or adjusted tax basis, if elected) of its assets produce, or are held for the production of, passive income. Under certain circumstances, the Fund will be subject to federal income tax on a portion of any "excess distribution" it receives on the PFIC stock and of any gain on its disposition of that stock (collectively, "PFIC income"), plus interest thereon, even if the Fund distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Fund's investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders. Fund distributions thereof will not be eligible to be treated as QDI or for the DRD.
If the Fund invests in a PFIC and elects to treat the PFIC as a "qualified electing fund" ("QEF"), then in lieu of incurring the foregoing tax and interest obligation, the Fund would be required to include in income each taxable year its pro rata share of the QEF's annual ordinary earnings and net capital gain — which the Fund likely would have to distribute to satisfy the Distribution Requirement and avoid imposition of the Excise Tax — even if the QEF did not distribute those earnings and gain to the Fund. In most instances, however, it will be very difficult, if not impossible, to make this election because of certain requirements thereof.
Alternatively, the Fund may elect to "mark to market" any stock in a PFIC it owns at the end of its taxable year, in which event it likely would be required to distribute to its shareholders any resulting gains to satisfy the Distribution Requirement and avoid imposition of the Excise Tax. "Marking-to-market," in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of the stock over the Fund's adjusted basis therein (including any net mark-to-market gain or loss for each prior taxable year for which an election was in effect) as of the end of that year. Pursuant to the election, the Fund also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Fund included in income for prior taxable years under the election. The Fund's adjusted basis in each PFIC's stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.
Investors should be aware that determining whether a foreign corporation is a PFIC is a fact-intensive determination that is based on various facts and circumstances and thus is subject to change, and the principles and methodology used therein are subject to interpretation. As a result, the Fund may not be able, at the time it acquires a foreign corporation's stock, to ascertain whether the corporation is a PFIC, and a foreign corporation may become a PFIC after the Fund acquires stock therein. While the Fund generally will seek to minimize its investment in PFIC stock, and to make appropriate elections when they are available, to lessen the adverse tax consequences detailed above, there are no guarantees that it will be able to do so, and the Fund reserves the right to make those investments as a matter of its investment policy.
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 the Fund invests may be subject to Internal Revenue Code section 1256 (collectively, "Section 1256 contracts"). Any Section 1256 contract the Fund holds at the end of its taxable year must be "marked-to-market" (that is, treated as having been sold at that time
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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 the 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 the 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 the 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 the 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 the Fund's section 988 losses exceed its other investment company taxable income for a taxable year, the 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 the 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 the 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) the 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 the Fund expires, the Fund will realize a short-term capital gain equal to the amount of the premium it received for writing the option. When the 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 the 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 the 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, the 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 the 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 the 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 the Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the 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 the Fund's taxable income or net realized gains and distributions. If the IRS were to assert successfully that income the Fund derives from those investments does not constitute Qualifying Other Income, the Fund might cease to qualify as a RIC (with the consequences described above under "Taxation of the Fund") or might be required to reduce its exposure to such investments.
The Fund may acquire zero coupon or other securities issued with original issue discount ("OID") (such as STRIPS). As a holder of those securities, the Fund must include in its gross income the OID that accrues on them during the taxable year, even if it receives no corresponding payment on them during the year. Similarly, the Fund must include in its gross income each taxable year securities it receives as "interest" on pay-in-kind securities. Because the Fund annually must distribute substantially all of its investment company taxable income, including any accrued OID and other non-cash income (such as that "interest"), to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, it may be required in a particular taxable year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions will be made from the Fund's cash assets or from the proceeds of sales of its portfolio securities, if necessary. The Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
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Taxation of the Fund's Shareholders
General - Dividends and other distributions the 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 the 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 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 the 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 the Fund who, for a taxable year, has 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 the 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 the 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 Fund's default method) must elect to do so in writing, which may be electronic. The basis determination method the 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, the 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 - The 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 the 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.
Income From Investment in REITs
The Fund may invest in the equity securities of corporations or other entities that invest in U.S. real property, including REITs. The sale of a U.S. real property interest by a REIT or "United States real property holding corporation" (as defined in the Internal Revenue Code) in which the Fund invests may trigger special tax consequences to the Fund's non-U.S. shareholders, who are urged to consult their tax advisers regarding those consequences.
After calendar year-end, REITs can and often do change the category (e.g., ordinary income dividend, capital gain distribution, or return of capital) of one or more of the distributions they have made during that year, which would result at that time in the Fund also having to re-categorize some of the distributions it made to its shareholders. These changes would be reflected in your annual Form 1099, together with other tax information. Those forms generally will be distributed to you in February of each year, although the Fund may, in one or more years, request from the IRS an extension of
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time to distribute those forms until mid-March to enable it to receive the latest information it can from the REITs in which it invests and thereby accurately report that information to you on a single form (rather than having to send you an amended form).
The Fund may invest in REITs that (1) hold residual interests in "real estate mortgage investment conduits" ("REMICs") or (2) engage in mortgage securitization transactions that cause the REITs to be taxable mortgage pools ("TMPs") or have a qualified REIT subsidiary that is a TMP. A part of the net income allocable to REMIC residual interest holders may be an "excess inclusion." The Internal Revenue Code authorizes the issuance of regulations dealing with the taxation and reporting of excess inclusion income of REITs and RICs that hold residual REMIC interests and of REITs, or qualified REIT subsidiaries, that are TMPs. Although those regulations have not yet been issued, the U.S. Treasury and the IRS issued a notice in 2006 ("Notice") announcing that, pending the issuance of further guidance (which has not yet been issued), the IRS would apply the principles in the following paragraphs to all excess inclusion income, whether from REMIC residual interests or TMPs.
The Notice provides that a REIT must (1) determine whether it or its qualified REIT subsidiary (or a part of either) is a TMP and, if so, calculate the TMP's excess inclusion income under a "reasonable method," (2) allocate its excess inclusion income to its shareholders generally in proportion to dividends paid, (3) inform shareholders that are not "disqualified organizations" (i.e., governmental units and tax-exempt entities that are not subject to tax on their "unrelated business taxable income" ("UBTI")) of the amount and character of the excess inclusion income allocated thereto, (4) pay tax (at the highest federal income tax rate imposed on corporations, currently 21%) on the excess inclusion income allocable to its shareholders that are disqualified organizations, and (5) apply the withholding tax provisions with respect to the excess inclusion part of dividends paid to foreign persons without regard to any treaty exception or reduction in tax rate. Excess inclusion income allocated to certain tax-exempt entities (including qualified retirement plans, IRAs, and public charities) constitutes UBTI to them.
A RIC with excess inclusion income is subject to rules identical to those in clauses (2) through (5) above (substituting "that are nominees" for "that are not 'disqualified organizations'" in clause (3) and inserting "record" after "its" in clause (4)). The Notice further provides that a RIC is not required to report the amount and character of the excess inclusion income allocated to its shareholders that are not nominees, except that (1) a RIC with excess inclusion income from all sources that exceeds 1% of its gross income must do so and (2) any other RIC must do so by taking into account only excess inclusion income allocated to the RIC from REITs the excess inclusion income of which exceeded 3% of its dividends. The Fund will not invest directly in REMIC residual interests and does not intend to invest in REITs that, to its knowledge, invest in those interests or are TMPs or have a qualified REIT subsidiary that is a TMP.
Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code generally allows individuals and certain other non-corporate entities a deduction for 20% of (1) "qualified REIT dividends" and (2) "qualified publicly traded partnership income" (such as income from MLPs). Recently issued proposed Treasury regulations (having current effect) permit a RIC to pass the character of its qualified REIT dividends through to its shareholders provided certain holding period requirements are met. As a result, a shareholder in the Fund will be eligible to receive the benefit of the same 20% deduction with respect to the Fund's REIT-based dividends as is available to an investor who directly invests in REITs. There currently is no similar pass-through of the 20% deduction with respect to a RIC's qualified publicly traded partnership income.
Non-U.S. Shareholders - Dividends the Fund pays to a shareholder who is a non-resident 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 the 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 the 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 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 the 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,
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and taxpayer identification number of each such owner. The NFFE will report to the 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 the 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 the 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 the Fund based on their particular circumstances. The Fund does not expect 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 the 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 Institutional Class with an initial investment of less than $250,000: (i) employees of the Manager, or its parent company Resolute Investment Managers, Inc., (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 Institutional Class upon termination of the class of shares in which the shareholders were originally invested is also eligible for purchasing shares of the Institutional 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 Institutional, Y and Ultra 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 funds through their broker-dealers or other financial intermediaries.
FINANCIAL STATEMENTS
The Fund's independent registered public accounting firm, PricewaterhouseCoopers LLP audits and reports on the Fund's 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. The audited financial statements are incorporated by reference to the American Beacon Funds' Annual Report to Shareholders of the Fund for the fiscal year ended June 30, 2019.
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APPENDIX A
AMERICAN BEACON ADVISORS, INC.
SUMMARY OF PROXY VOTING POLICY AND PROCEDURES
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to secure the best long-term interests of the advisory clients of American Beacon Advisors, Inc. ("AmBeacon"). AmBeacon's proxy voting policies and procedures are designed to implement AmBeacon's duty to vote proxies in clients' best interests. Given that AmBeacon manages portfolios that invest solely in fixed-income securities, the only securities for which we expect to receive proxies are money market mutual funds. As such, the proxy voting policies and procedures set forth voting guidelines for the proxy issues and proposals common to money market funds.
For routine proposals that will not change the structure, bylaws or operations of the money market fund, AmBeacon's policy is to support management; however, each proposal will be considered individually focusing on the financial interests of the client portfolio. Non-routine proposals, such as board elections, advisory contract and distribution plan approvals, investment objective changes, and mergers, will generally be reviewed on a case-by-case basis with AmBeacon first and foremost considering the effect of the proposal on the portfolio.
Items to be evaluated on a case-by-case basis and proposals not contemplated in the policies set forth above will be assessed by AmBeacon. In these situations, AmBeacon will use its judgment to vote in the best interest of the client portfolio. For all proposals, especially controversial or case-by-case evaluations, AmBeacon will be responsible for individually identifying significant issues that could impact the investment performance of the portfolio.
AmBeacon manages portfolios for the American Beacon Funds, the American Beacon Select Funds, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). AmBeacon may invest a Fund in shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund solicits a proxy for which another Fund is entitled to vote, AmBeacon's interests as manager of the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, AmBeacon will vote the Fund's shares in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
AMERICAN BEACON FUNDS
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON INSTITUTIONAL FUNDS TRUST
AMERICAN BEACON SOUND POINT ENHANCED INCOME FUND
AMERICAN BEACON APOLLO TOTAL RETURN FUND
PROXY VOTING POLICY AND PROCEDURES
Last Amended February 28, 2018
Preface
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion to secure the best long-term interests of shareholders of the American Beacon Funds ("Beacon Funds"), the American Beacon Select Funds ("Select Funds"), the American Beacon Institutional Funds Trust ("Institutional Funds"), the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). Therefore, this Proxy Voting Policy and Procedures (the "Policy") have been adopted by the Funds.
The Funds are managed by American Beacon Advisors, Inc. (the "Manager"). The Manager may allocate discrete portions of the Funds among sub-advisors, and the Manager may directly manage all or a portion of the assets of certain Funds. The Funds' respective Boards of Trustees have delegated proxy voting authority to the Manager. The Manager has in turn delegated proxy voting authority to each sub-advisor with respect to the sub-advisor's respective portion of the Fund(s) under management, but the Manager has retained the authority to override a proposed proxy voting decision by a sub-advisor. For the securities held in their respective portion of each Fund, the Manager and the sub-advisors make voting decisions pursuant to their own proxy voting policies and procedures, which have been adopted by the applicable Fund and approved by the applicable Fund's Board of Trustees.
Conflicts of Interest
The Board of Trustees seeks to ensure that proxies are voted in the best interests of Fund shareholders. For certain proxy proposals, the interests of the Manager, the sub-advisors and/or their affiliates may differ from Fund shareholders' interests. To avoid the appearance of impropriety and to fulfill their fiduciary responsibility to shareholders in these circumstances, the Manager and the sub-advisors are required to establish procedures that are reasonably designed to address material conflicts between their interests and those of the Funds.
When a sub-advisor deems that it is conflicted with respect to a voting matter, its policy may call for it to seek voting instructions from the client. The Manager is authorized by the Boards of Trustees to consider any such matters and provide voting instructions to the sub-advisor, unless the Manager has determined that its interests are conflicted with Fund shareholders with respect to the voting matter. In those instances, the Manager will instruct the sub-advisor to vote in accordance with the recommendation of a third-party proxy voting advisory service.
Each Fund can invest in the shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund issues a proxy for which another Fund is entitled to vote, the Manager's interests regarding the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, the Manager will vote in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
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If the methods for addressing conflicts of interest, as described above, are deemed by the Manager to be unreasonable due to cost, timing or other factors, then the Manager may decline to vote in those instances.
Securities on Loan
With respect to the Funds that engage in securities lending, the Manager shall engage a proxy voting service to notify the Manager before the record date about the occurrence of future shareholder meetings, as feasible. The Manager will determine whether or not to recall shares of the applicable security that are on loan with the intent of the Manager or the sub-advisor, as applicable, voting such shares. The Manager's determination shall be based on factors which may include the nature of the meeting (i.e., annual or special), the percentage of the proxy issuer's outstanding securities on loan, any other information regarding the proxy proposals of which the Manager may be aware, and the loss of securities lending income to a Fund as a result of recalling the shares on loan.
Recordkeeping
The Manager and the sub-advisors shall maintain records of all votes cast on behalf of the Funds. Such documentation will include the firm's proxy voting policies and procedures, company reports provided by proxy voting advisory services, additional information gathered by the Manager or sub-advisor that was material to reaching a voting decision, and communications to the Manager regarding any identified conflicts. The Manager and the sub-advisors shall maintain voting records in a manner to facilitate the Funds' production of the Form N-PX filing on an annual basis.
Disclosure
The Manager will coordinate the compilation of the Funds' proxy voting record for each year ended June 30 and file the required information with the SEC via Form N-PX by August 31. The Manager will include a summary of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, in each Fund's Statement of Additional Information ("SAI"). In each Fund's annual and semi-annual reports to shareholders, the Manager will disclose that a description of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, is a) available upon request, without charge, by toll-free telephone request, b) on the Funds' website (if applicable), and c) on the SEC's website in the SAI. The SAI and shareholder reports will also disclose that the Funds' proxy voting record is available by toll-free telephone request (or on the Funds' website) and on the SEC's website by way of the Form N-PX. Within three business days of receiving a request, the Manager will send a copy of the policy description or voting record by first-class mail.
Manager Oversight
The Manager shall review a sub-advisor's proxy voting policies and procedures for compliance with this Policy and applicable laws and regulations prior to initial delegation of proxy voting authority and on at least an annual basis thereafter.
Board Reporting
On at least an annual basis, the Manager will present a summary of the voting records of the Funds to the Boards of Trustees for their review. The Manager will notify the Boards of Trustees of any material changes to its proxy voting policies and procedures.
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APPENDIX B
TWENTYFOUR ASSET MANAGEMENT (US) LP
Corporate Action Voting Policy
1. Principle
When voting proxies or acting with respect to corporate actions for Funds or managed accounts (the Client), the Firm's utmost concern is that all decisions are made solely in the best interest of the Client. The Firm will act in a prudent and diligent manner intended to enhance the economic value of the assets of the Client's account.
The Firm's Head of Operations is responsible for ensuring that all Corporate Actions and Proxies are received and voted in a timely manner, and in the Client's best interests and in line with the Fund's Investment Guidelines.
This is achieved by scheduling all upcoming actions to be notified to the Firm upon release.
Once received, the Corporate Action in question is presented to the Portfolio Management team with the request to advise on the appropriate action. All members of the Portfolio Management team are senior members of the business, including partners.
The Portfolio Management Team will vote according to the best interests and Investment Guidelines to the Client, other than in Actions of potential conflicts of interest (see below).
The Operations team will submit the vote via the Custodian's electronic trading system, which records all votes submitted.
In circumstances where notification of holder is required, if the bond is in a fund or managed account which is not owned by TwentyFour, we are required to contact the client's operations team for advice and to see if they would like to declare their holding.
2. Conflicts of Interest
Where a Corporate Action or Proposal raises a potential conflict between the Firm's and Client's interests, the Firm will follow the hierarchy described below:
Vote in accordance with Investment Guidelines
Obtain approval of the Firm's Investment Committee prior to voting
Obtain consent from the Client, prior to voting
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APPENDIX C
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 — The 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, subject to the lowest level of credit risk. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. Obligations rated A are considered upper-medium grade and are subject to low credit risk. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade 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 are subject to high credit risk. Obligations rated Caa are judged to be of poor standing and are 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.
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. The obligor's capacity to meet its financial commitment 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 commitment 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 commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
S&P Global ratings of BB, B, CCC, CC, and C are considered below investment grade and 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 exposures 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 commitment 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 commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment 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 commitment 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 commitment 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 to 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 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 exchange offer. NR indicates that a rating has not been assigned or is no longer assigned.. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major 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 default risk. They are assigned only in case 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 default 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 default 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 and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
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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 default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Obligations rated B are deemed to be highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. Obligations rated CCC indicate, for issuers and performing obligations, default is a real possibility. Obligations rated CC indicate, for issuers and performing obligations, default of some kind appears probable. Obligations rated C indicate exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. 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 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) 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 which 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. "Imminent" default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future. 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.
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 and MIG/VMIG 3. The MIG/VMIG 1 rating denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. The MIG/VMIG 2 rating denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. The MIG/VMIG 3 rating 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 rating 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 exchange offer, 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 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 denotes an issuer (or supporting institution) that has a strong ability to repay short-term debt obligations. The rating P-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 denotes an issuer (or supporting institutions) 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.A short-term obligation rated A-1 is rated in the highest category by S&P Global. The obligor's capacity to meet its financial commitment 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 commitment 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 higher rating categories. However, the obligor's capacity to meet its financial commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment 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 commitment; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment 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 commitment 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
C-2 |
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 exchange offer.
Fitch Ratings' short-term ratings have a time horizon of less than 13 months for most obligations, or up to three years for US public finance markets. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. A rating of F1 denotes an obligation of the highest credit quality. It indicates the strongest 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 credit quality. It indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings. A rating of F3 denotes fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non-investment grade. A rating of B denotes an obligation that is speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions. A rating of C denotes a high default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. 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. A rating of D indicates an entity or sovereign that has defaulted on all of its financial obligations.
C-3 |
APPENDIX D
GLOSSARY
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
ADRs |
American Depositary Receipts |
Advisers Act |
Investment Advisers Act of 1940, as amended. |
American Beacon or the Manager
|
American Beacon Advisors, Inc. |
BDCs |
Business Development Companies |
Beacon Funds |
American Beacon Funds |
Board |
Board of Trustees |
Brexit |
The United Kingdom's departure from the European Union. |
CBO |
Collateralized Bond Obligations |
CCO |
Chief Compliance Officer |
CD |
Certificate of Deposit |
CDO |
Collateralized Debt Obligations |
CDSC |
Contingent Deferred Sales Charge |
CFTC |
Commodity Futures Trading Commission |
CLO |
Collateralized Loan Obligation |
CMO |
Collatreralized Mortgage Obligation |
CPO |
Commodity Pool Operator |
Denial of Services |
A cybersecurity incident that results in customers or employees being unable to access electronic systems. |
Dividends |
A Fund's distribution of most or all of its net earnings and realized gains, if any, each taxable year in the form of dividends from net investment income. |
Dodd-Frank Act |
Dodd-Frank Wall Street Reform and Consumer Protection Act |
DRD |
Dividends-received deduction. |
EMU |
The European Union’s Economic and Monetary Union |
ETF |
Exchange-Traded Fund |
ETN |
Exchange-Traded Note |
EU |
European Union |
Fannie Mae |
Federal National Mortgage Association |
FFCB |
Federal Farm Credit Bank |
FHFA |
Federal Housing Finance Agency |
FHLB |
Federal Home Loan Bank |
FHLMC |
Federal Home Loan Mortgage Corporation |
FINRA |
Financial Industry Regulatory Authority, Inc. |
FNMA |
Federal National Mortgage Association |
Forwards |
Forward Currency Contracts |
Freddie Mac |
Federal Home Loan Mortgage Corporation |
Ginnie Mae |
Government National Mortgage Association |
GNMA |
Government National Mortgage Association |
Holdings Policy |
Policies and Procedures for Disclosure of Portfolio Holdings |
IDS |
Income Deposit Securities |
Internal Revenue Code |
Internal Revenue Code of 1986, as amended |
Investment Company Act |
Investment Company Act of 1940, as amended |
IPO |
Initial Public Offering |
IRA |
Individual Retirement Account |
IRS |
Internal Revenue Service |
ISS |
Institutional Shareholder Services |
Junk Bonds |
High yield, non-investment grade bonds |
LIBOR |
London Interbank Offered Rate |
Management Agreement |
The Fund’s Management Agreement with the Manager. |
D-1 |
Manager |
American Beacon Advisors, Inc. |
MLP |
Master Limited Partnership |
Moody's |
Moody’s Investors Service, Inc. |
NAV |
net asset value |
NDF |
Non-deliverable foreign currency forward contracts |
NDO |
Non-deliverable Option |
NYSE |
New York Stock Exchange |
OTC |
Over-the-Counter |
Proxy Policy |
Proxy Voting Policy and Procedures |
QDI |
Qualified Dividend Income |
REIT |
Real Estate Investment Trust |
REMICs |
Real Estate Mortgage Investment Conduits |
RIC |
Regulated Investment Company |
S&P Global |
S&P Global Ratings |
SAI |
Statement of Additional Information |
SEC |
U.S. Securities and Exchange Commission |
Securities Act |
Securities Act of 1933, as amended |
State Street |
State Street Bank and Trust Co. |
STRIPS |
Separately traded registered interest and principal securities |
Trust |
An open-end management investment company |
Trustee Retirement Plan |
Trustee Retirement and Trustee Emeritus and Retirement Plan |
UK |
United Kingdom |
Voluntary Action |
When a Fund voluntarily participates in corporate actions (for example, rights offerings, conversion privileges, exchange offers, credit event settlements, etc.) where the issuer or counterparty offers securities or instruments to holders or counterparties, such as the Fund, and the acquisition is determined to be beneficial to Fund shareholders. |
D-2 |
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American Beacon
|
PROSPECTUS
October 28, 2019
Share Class |
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Y |
Institutional |
Investor |
American Beacon SSI Alternative Income Fund |
PSCIX |
SSIJX |
PSCAX |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by going to www.americanbeaconfunds.com and clicking on ‘‘Quick Links''
and then ‘‘Register for E-Delivery."
You may elect to receive all future reports in paper free of charge. You can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling 1-800-658-5811, option 1, or
you may directly inform your financial intermediary of your wish. A notice that will be mailed to you each time a report
is posted will also include instructions for informing the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held with the American Beacon Funds Complex or your financial intermediary, as applicable.
This Prospectus contains important information you should know about investing, including information about risks. Please read it before you invest and keep it for future reference.
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
1 |
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Additional Information About Investment Policies and Strategies |
9 |
9 |
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12 |
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21 |
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21 |
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22 |
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22 |
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23 |
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23 |
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26 |
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27 |
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28 |
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29 |
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29 |
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29 |
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29 |
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Back Cover
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A-1 |
American Beacon
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Investment Objectives
The Fund's investment objectives are to seek income and, secondarily, absolute returns.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. More information is available from your financial professional and in "Choosing Your Share Class" on page 23 of the Prospectus. Although the Fund does not impose any sales charge on Y Class shares, you may pay a commission to your broker on your purchases and sales of those shares, which is not reflected in the tables or Example below.
Shareholder Fees (fees paid directly from your investment)
Share Class |
Y |
Institutional |
Investor |
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Maximum sales charge imposed on purchases (as a percentage of offering price) |
None |
None |
None |
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Maximum deferred sales charge (as a percentage of the lower of original offering price or redemption proceeds) |
None |
None |
None |
1 Other Expenses and Acquired Fund Fees and Expenses are based on estimated expenses for the current fiscal year.
2 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund's Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
3 American Beacon Advisors, Inc. (the "Manager") has contractually agreed to waive fees and/or reimburse expenses of the Fund's Y Class, Institutional Class and Investor Class shares, as applicable, through October 28, 2021 to the extent that Total Annual Fund Operating Expenses exceed 1.56% for the Y Class, 1.49% for the Institutional Class, and 1.81% for the Investor Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short , litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Manager can be reimbursed by the 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that the Example reflects the fee waiver/expense reimbursement arrangement for each share class through October 28, 2021. Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:
Share Class |
1 Year |
3 Years |
5 Years |
10 Years |
Y |
$ 175 |
$ 588 |
$ 1,073 |
$ 2,413 |
Institutional |
$ 187 |
$ 678 |
$ 1,294 |
$ 2,959 |
Investor |
$ 202 |
$ 668 |
$ 1,204 |
$ 2,672 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over'' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund's performance. For the period from April 1, 2019 to June 30, 2019 (which includes the portfolio turnover rate of the Fund's predecessor for part of the period), the Fund's portfolio turnover rate was 20% of the average value of its portfolio. The Fund's portfolio turnover rate for the Fund for the fiscal year ended March 31, 2019 (which is the portfolio turnover rate of the Fund's predecessor) was 76% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks primarily to invest in convertible securities and to establish short positions in the common stock of the issuers of the convertible securities. The short positions are intended to reduce the Fund's exposure to decreases in the price of the related common stock. The Fund seeks to hedge its long positions in this way on a security-by-security basis. The term "convertible security" refers to a bond or a preferred stock (including a trust preferred security) that can be converted into shares of a company's common stock. The Fund's strategy in this regard is managed on a day-to-day basis by SSI Investment Management LLC, the sub-advisor to the Fund.
Prospectus – Fund Summary |
1 |
Pursuant to its strategy, the Fund seeks returns that exceed prevailing short-term interest rates, such as the return on 90-day U.S. Treasury bills, from four primary sources: 1) net dividend income on equity and convertible securities positions; 2) interest income on convertible securities positions; 3) interest rebates on short positions; and 4) net capital gains from trading profits.
In combining long positions in convertible securities with short positions in common stock of the issuers of those securities, the Fund seeks to maintain a "hedged convertible" investment portfolio with income and returns which are generally less volatile than and have low correlation with the broader capital markets, short-term interest rates and capital markets indices (absolute returns).
The Fund generally invests in convertible securities that are part of an issuance of at least $40 million in size and are issued by companies with market capitalizations between $500 million and $10 billion. The convertible securities are typically callable by the issuer and are not limited as to duration or maturity. The issuers of the convertible securities in which the Fund will invest may include U.S. or non-U.S. companies, real estate investment trusts ("REITs"), and emerging-market companies. The instruments may be denominated in foreign, or non-U.S., currencies; however, such exposures are typically hedged back to the U.S. dollar. The Fund may hold investment-grade, below investment-grade (i.e., "high yield" or "junk" bonds) and unrated securities that are deemed by the sub-advisor to be of equivalent quality. The Fund's holdings may include variable-rate coupon, zero-coupon and pay-in-kind ("PIK") instruments and restricted securities, such as those issued under Rule 144A of the Securities Act of 1933. To a lesser extent, the Fund may utilize securities issued by business development companies and may invest long or short in exchange-traded funds ("ETFs") to adjust or hedge exposures. The Fund may have significant exposure to the Financial sector. However, as the sector composition of the Fund's portfolio changes over time, the Fund's exposure to the Financial sector may be lower at a future date, and the Fund's exposure to other market sectors may be higher.
The Fund may also invest in long or short positions in derivative instruments, such as futures, forwards, swaps, options and warrants, to hedge exposures in the Fund. Futures contracts generally include those based on U.S. treasuries, forward contracts are generally forward currency contracts (including non-deliverable forwards), swaps generally include interest rate and credit default swaps, options generally include call and put options, and warrants are generally similar to long-dated call options. On a short-term basis, the Fund may invest cash balances in other investment companies, including money market funds that are advised by the Manager.
The sub-advisor seeks to identify convertible securities that it believes are undervalued by assessing, among other attributes, the quality, income, liquidity and "equity sensitivity" of the security (i.e., the sensitivity of a convertible security's price to changes in the price of the issuer's common stock). The sub-advisor also considers the availability of the common stock that it intends to short.
After acquiring a convertible security, the Fund establishes a short position in the common stock, American Depositary Receipt ("ADR"), call option or other equity-related instrument of the same issuer. The size of each short position is based on the sensitivity of the convertible security's price to changes in the price of the issuer's common stock. As a result, the Fund's short positions will generally be smaller on a dollar value basis than its long positions since a convertible security's price is typically less sensitive than that of the common stock. The sub-advisor considers selling a convertible security and closing the related short position when it determines the convertible security is no longer undervalued, when it determines that convertible securities overall are no longer undervalued, when it anticipates a potentially unfavorable change in the structure of a convertible security or the underlying company or to satisfy shareholder redemptions, among other reasons.
Principal Risks
There is no assurance that the Fund will achieve its investment objectives and you could lose part or all of your investment in the Fund. The Fund is not designed for investors who need an assured level of current income and is intended to be a long-term investment. The Fund is not a complete investment program and may not be appropriate for all investors. Investors should carefully consider their own investment goals and risk tolerance before investing in the Fund. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Allocation Risk
The sub-advisor's judgments about, and allocations among, strategies, asset classes and market exposures may adversely affect
the Fund's performance. There can be no assurance, particularly during periods of market disruption and stress, that the sub-advisor's
judgements about asset allocation will be correct. This risk may be increased by the use of derivatives to increase allocations
to various market exposures.
Callable Securities Risk
The Fund may invest in fixed-income securities with call features. A call feature allows the issuer of the security to redeem
or call the security prior to its stated maturity date. In periods of falling interest rates, issuers may be more likely to
call in securities that are paying higher coupon rates than prevailing interest rates. In the event of a call, the Fund would
lose the income that would have been earned to maturity on that security, and the proceeds received by the Fund may be invested
in securities paying lower coupon rates and may not benefit from any increase in value that might otherwise result from declining
interest rates.
Convertible Securities Risk
The value of a convertible security typically increases or decreases with the price of the underlying common stock. In general,
a convertible security is subject to the risks of stocks when the underlying stock's price is high relative to the conversion
price and is subject to the risks of debt securities when the underlying stock's price is low relative to the conversion price.
The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest
rate risk and credit risk. Many convertible securities have credit ratings that are below investment grade and are subject
to the same risks as an investment in below investment grade debt securities (commonly known as "junk bonds"). Lower-rated
debt securities may fluctuate more widely in price and yield than investment grade debt securities and may fall in price during
times when the economy is weak or is expected to become weak. Convertible securities are subject to the risk that the credit
standing of the issuer may have an effect on the convertible security‘s investment value. In addition, to the extent the Fund
invests in convertible securities issued by small- or mid-cap companies, it will be subject to the risks of investing in such
companies. The stocks of small- and mid-cap companies may fluctuate more widely in price than the market as a whole and there
may also be less trading in small- or mid-cap stocks. Convertible securities are sensitive to movement in interest rates.
Counterparty Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty,
will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise
honor its obligations to the Fund.
Credit Risk
The Fund is subject to the risk that the issuer or guarantor of an obligation, or the counterparty to a transaction, including
a derivatives contract or a loan, may fail, or become less able, to make timely payment of interest or principal or otherwise honor its obligations or default
completely. Credit risk is typically greater for securities with ratings that are below investment grade (commonly referred to as "junk bonds"). Since the Fund
can invest significantly in high
2 |
Prospectus – Fund Summary |
yield investments that are considered speculative in nature, this risk may be substantial. Changes in the actual or perceived creditworthiness of an issuer, or a downgrade or default affecting any of the Fund's securities, could affect the Fund's performance.
Currency Risk
The Fund may have exposure to foreign currencies by using various instruments described below. Foreign currencies may fluctuate
significantly over short periods of time, may be affected unpredictably by intervention, or the failure to intervene, of the
U.S. or foreign governments or central banks, and may be affected by currency controls or political developments in the U.S.
or abroad. Foreign currencies may also decline in value relative to the U.S. dollar and other currencies and thereby affect
the Fund's investments in non-U.S. currencies or in securities that trade in, and receive revenues in, or in derivatives that
provide exposure to, non-U.S. currencies. The Fund may gain exposure to foreign currencies because of its investments in one
or more of the following:
Non-U.S. currencies
Securities denominated in non-U.S. currencies
Foreign currency forward contracts, including non-deliverable forwards ("NDFs"), which are described below under "Derivatives Risk"
Non-U.S. currency futures contracts, which are described below under "Derivatives Risk"
Cybersecurity and Operational Risk
The Fund and its service providers, and shareholders' ability to transact with the Fund, may be negatively impacted due to
operational risks arising from, among other problems: human errors, systems and technology disruptions or failures, or cybersecurity
incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary
information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers,
to suffer data corruption or lose operational functionality. It is not possible for the Fund or its service providers to identify
all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and
operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Derivatives Risk
Derivatives may involve significant risk. The use of derivative instruments may expose the Fund to additional risks that
it would not be subject to if it invested directly in the securities or other instruments underlying those derivatives, including
the high degree of leverage often embedded in such instruments, and potential material and prolonged deviations between the
theoretical value and realizable value of a derivative. Some derivatives have the potential for unlimited loss, regardless
of the size of the Fund's initial investment. Derivatives may at times be illiquid, and the Fund may not be able to close
out or sell a derivative at a particular time or at an anticipated price. Certain derivatives may be difficult to value, and
valuation may be more difficult in times of market turmoil. Derivatives may also be more volatile than other types of investments.
The Fund may buy or sell derivatives not traded on an exchange, which may be subject to heightened liquidity and valuation
risk. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty
risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any
recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund
to greater losses in the event of a default by a counterparty. Ongoing changes to the regulation of the derivatives markets
and potential changes in the regulation of funds using derivative instruments could limit the Fund's ability to pursue its
investment strategies. New regulation of derivatives may make them more costly, or may otherwise adversely affect their liquidity,
value or performance. In addition, the Fund's investments in derivatives are subject to the following risks:
Futures and Forward Contracts Risk. Futures and forward contracts, including NDFs, are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed amount of securities or other underlying assets at an agreed date or to buy or sell a specific currency at a future date at a price set at the time of the contract. There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes. There are no limitations on daily price movements of forward contracts. There can be no assurance that any strategy used will succeed. Not all forward contracts, including NDFs, require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. There can be no assurance that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously bought or sold and this may result in the inability to close a futures contract when desired. Forward currency transactions, including NDFs, and forward currency contracts include the risks associated with fluctuations in currency. Treasury futures contracts expose the Fund to price fluctuations resulting from changes in interest rates. Similarly, Treasury futures contracts expose the Fund to potential losses if interest rates do not move as expected.
Options Risk. In order for a call option to be profitable, the market price of the underlying security or index must rise sufficiently above the call option exercise price to cover the premium and any transaction costs. These costs will reduce any profit that might otherwise have been realized had the Fund bought the underlying security instead of the call option. For a put option to be profitable, the market price of the underlying security or index must decline sufficiently below the put option's exercise price to cover the premium and any transaction costs. By using put options in this manner, the Fund will reduce any profit it might otherwise have realized from having shorted the declining underlying security by the premium paid for the put option and by transaction costs. If an option that the Fund has purchased expires unexercised, the Fund will experience a loss in the amount of the premium it paid. If the Fund sells a put option, there is a risk that the Fund may be required to buy the underlying asset at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying asset at a disadvantageous price. If the Fund sells a call option on an underlying asset that the Fund owns, and the underlying asset has increased in value when the call option is exercised, the Fund will be required to sell the underlying asset at the call price and will not be able to realize any of the underlying asset's value above the call price. If a call option that the Fund has sold is unexercised, the Fund will experience a gain or loss from the sale of the underlying instrument. If a call option that the Fund has sold is unexercised, the Fund will experience a gain or loss from the sale of the underlying instrument. There can be no guarantee that the use of options will increase the Fund's return or income. In addition, there may be an imperfect correlation between the movement in prices of options and the securities underlying them, and there may at times not be a liquid secondary market for options.
Swap Agreements Risk. Swaps can involve greater risks than a direct investment in an underlying asset, because swaps typically include a certain amount of embedded leverage and as such are subject to leverage risk. If swaps are used as a hedging strategy, the Fund is subject to the risk that the hedging strategy may not eliminate the risk that it is intended to offset, due to, among other reasons, the occurrence of unexpected price movements or the non-occurrence of expected price movements. Swaps also may be difficult to value. Swaps may be subject to liquidity risk and counterparty risk, and swaps that are traded over-the-counter are not subject to standardized clearing requirements and may involve greater liquidity and counterparty risks. In addition, the Fund may invest in the following types of swaps:
Credit default swaps, which may be subject to credit risk and the risks associated with the purchase and sale of credit protection.
Interest rate swaps, which may be subject to interest rate risk and credit risk.
Warrants Risk. Warrants may be more speculative than certain other types of investments because warrants do not carry with them dividend or voting rights with respect to the underlying securities, or any rights in the assets of the issuer. In addition, the value of a warrant does not necessarily change with
Prospectus – Fund Summary |
3 |
the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date. The market for warrants may be very limited and there may at times not be a liquid secondary market for warrants.
Emerging Markets Risk
When investing in emerging markets, the risks of investing in foreign securities, as discussed below, are heightened. Emerging
markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other
developed markets. There are also risks of: greater political uncertainties; an economy's dependence on revenues from particular
commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential
buyers for such securities resulting in increased volatility and limited liquidity for emerging market securities; trading
suspensions; and delays and disruptions in securities settlement procedures. The governments of emerging market countries
may also be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions
on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets,
and/or impose burdensome taxes that could adversely affect security prices. In addition, there may be less publicly available
information about issuers in emerging markets than would be available about issuers 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.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities,
which may expose the Fund to the following additional risks:
Common Stock Risk. The value of a company's common stock may fall as a result of factors affecting the company, companies in the same industry or sector, or the financial markets overall. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges Risk. Depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges are subject to certain of the risks associated with investing directly in foreign securities, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.
Preferred Stock Risk. Preferred stocks are sensitive to movements in interest rates. Preferred stocks may be less liquid than common stocks and, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred stocks generally are payable at the discretion of an issuer and after required payments to bond holders. In certain situations, an issuer may call or redeem its preferred stock or convert it to common stock. The market prices of preferred stocks are generally more sensitive to actual or perceived changes in the issuer's financial condition or prospects than are the prices of debt securities.
Real Estate Investment Trusts ("REITs") Risk. Investments in REITs are subject to the risks associated with investing in the real estate industry, including, among other risks: adverse developments affecting the real estate industry; declines in real property values; changes in interest rates; defaults by mortgagors or other borrowers and tenants; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; casualty or condemnation losses; and governmental actions, such as changes to tax laws, zoning regulations or environmental regulations. REITs also are dependent upon the skills of their managers and are subject to heavy cash flow dependency or self-liquidation. Domestic REITs could be adversely affected by failure to qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"), or to maintain their exemption from registration under the Investment Company Act of 1940, as amended ("Investment Company Act"). REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund's investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to paying Fund expenses. The value of REIT common stock may decline when interest rates rise.
Foreign Investing Risk
Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited
to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity, (4) lack of uniform
accounting, auditing and financial reporting standards, (5) increased volatility, (6) different government regulation and
supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign
markets.
Hedging Risk
If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument
does not correlate to the risk sought to be hedged, the hedge might be unsuccessful, reduce the Fund's return, or create a
loss. In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its
investments. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not
used the hedging instruments.
High Yield Securities Risk
Exposure to high yield, below investment-grade securities (commonly referred to as "junk bonds") generally involves significantly
greater risks than an investment in investment grade securities. High yield debt securities may fluctuate more widely in price
and yield and may fall in price when the economy is weak or expected to become weak. These securities also may be difficult
to sell at the time and price the Fund desires. High yield securities are considered to be speculative with respect to an
issuer's ability to pay interest and principal and carry a greater risk that the issuers of lower-rated securities will default
on the timely payment of principal and interest. High yield securities may experience greater price volatility and less liquidity
than investment grade securities. Issuers of securities that are in default or have defaulted may fail to resume principal
or interest payments, in which case the Fund may lose its entire investment.
Illiquid and Restricted Securities Risk
Securities not registered in the U.S. under the Securities Act of 1933, as amended (the "Securities Act") or in non-U.S.
markets pursuant to similar regulations, including Rule 144A securities, are restricted as to their resale. Such securities
may not be listed on an exchange and may have no active trading market. The prices of these securities may be more difficult
to determine than publicly traded securities and these securities may involve heightened risk as compared to investments in
securities of publicly traded companies. They may be more difficult to purchase or sell at an advantageous time or price because
such securities may not be readily marketable in broad public markets, or may have to be held for a certain time period before
they can be resold. The Fund may not be able to sell a restricted security when the sub-advisor considers it desirable to do so and/or may have to sell the security at a lower price than the Fund believes
is its fair market value. In addition, transaction costs may be higher for restricted securities and the Fund may receive
only limited information regarding the issuer of a restricted security. The Fund may have to bear the expense of registering
restricted securities for resale and the risk of substantial delays in effecting the registration.
4 |
Prospectus – Fund Summary |
Interest Rate Risk
The Fund is subject to the risk that the market value of fixed income securities or derivatives it holds will decline due
to rising interest rates. Generally, the value of investments with interest rate risk, such as fixed income securities, will
move in the opposite direction to movements in interest rates. The Federal Reserve has raised the federal funds rate several
times since December 2015 and may increase or decrease rates in the future. Interest rates may rise, perhaps significantly
and/or rapidly, potentially resulting in substantial losses to the Fund. The prices of fixed income securities or derivatives
are also affected by their durations. Fixed income securities or derivatives with longer durations generally have greater
sensitivity to changes in interest rates. For example, if a bond has a duration of four years, a 1% increase in interest rates could be expected to result in a 4% decrease in the value of the bond. An increase in interest rates can impact markets broadly as well. Some investors buy
securities and derivatives with borrowed money; an increase in interest rates can cause a decline in those markets. To the
extent the Fund holds an investment with a negative interest rate to maturity, the Fund would generate a negative return on
that investment.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies
may be less responsive to competitive challenges and opportunities. Many larger capitalization companies also may be unable
to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Leverage Risk
The Fund's use of derivative instruments and selling securities short will have the economic effect of financial leverage.
Financial leverage magnifies the exposure to the swings in prices of an asset or class of assets underlying a derivative instrument
and may result in increased volatility, which means that the Fund will have the potential for greater losses than if the Fund
does not use the derivative instruments that have a leveraging effect. Leverage may result in losses that exceed the amount
originally invested and may accelerate the rate of losses. Leverage tends to magnify, sometimes significantly, the effect
of any increase or decrease in the Fund's exposure to an asset or class of assets and may cause the Fund's net asset value
("NAV") per share to be volatile. There can be no assurance that the Fund's use of leverage will be successful.
LIBOR Risk
The Fund's investments, payment obligations and financing terms may be based on floating rates, such as London Interbank Offer
Rate ("LIBOR"), Euro Interbank Offered Rate and other similar types of reference rates (each, a "Reference Rate"). On July
27, 2017, the Chief Executive of the UK Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that the FCA
will no longer persuade nor require banks to submit rates for the calculation of LIBOR and certain other Reference Rates after
2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and
will not be guaranteed after 2021. This announcement and any additional regulatory or market changes may have an adverse impact
on the Fund or its investments, including increased volatility or illiquidity in markets for instruments that rely on LIBOR.
In advance of 2021, regulators and market participants are working together to identify or develop successor Reference Rates. Additionally, prior to 2021, it is expected that market participants will focus on the transition mechanisms by which the Reference Rates in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of certain Reference Rates presents risks to the Fund. At this time, it is not possible to completely identify or predict the effect of any such changes, any establishment of alternative Reference Rates or any other reforms to Reference Rates that may be enacted in the UK or elsewhere. The elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other financial obligations held by the Fund or on its overall financial condition or results of operations. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund's performance and/or NAV.
Liquidity Risk
The Fund is susceptible to the risk that certain investments held by the Fund may have limited marketability, be subject to
restrictions on sale, be difficult or impossible to purchase or sell at favorable times or prices, or become less liquid in
response to market developments or adverse credit events that may affect issuers or guarantors of a security. An inability
to sell a portfolio position can adversely affect the Fund's value or prevent the Fund from being able to take advantage of
other investment opportunities. Market prices for such instruments may be volatile. The Fund could lose money if it is unable
to dispose of an investment at a time that is most beneficial to the Fund. The Fund may be required to dispose of investments
at unfavorable times or prices to satisfy obligations, which may result in losses or may be costly to the Fund. For example,
liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Unexpected
redemptions may force the Fund to sell certain investments at unfavorable prices to meet redemption requests or other cash
needs. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.
Market Risk
In recent periods, fixed income instruments have experienced unusual liquidity issues, increased price volatility and, in
some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and
have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In addition, global economies and financial markets are
becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers
in a different country or region. A rise in protectionist trade policies, risks associated with the United Kingdom's vote to leave the European Union, the risk of
a trade dispute between the United States and China, and the possibility of changes to some international trade agreements, could affect the economies of many
nations, including the United States, in ways that cannot necessarily be foreseen at the present time. The severity or duration of adverse economic conditions
may also be affected by policy changes made by governments or quasi-governmental organizations. In addition, political and governmental events within the
U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and
to a significant degree. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. Because
the impact on the markets has been widespread, it may be difficult to identify both risks and opportunities using past models of the interplay of market
forces, or to predict the duration of these market conditions. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little
precedent for this situation, it is
Prospectus – Fund Summary |
5 |
difficult to predict the impact on various markets of a significant rate increase, whether brought about by U.S. policy makers or by dislocations in world markets. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely.
Market Timing Risk
The Fund is subject to the risk of market timing activities by investors due to the Fund's investments in foreign securities,
or its exposure to foreign securities through the derivatives it holds. Frequent trading by Fund shareholders poses risks
to other shareholders in the Fund, including (i) the dilution of the Fund's net asset value ("NAV"), (ii) an increase in the
Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies.
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility
than investing in larger capitalization and more established companies. Since mid-capitalization companies may have narrower
commercial markets and more limited operating history, product lines, and managerial and financial resources than larger,
more established companies, the securities of these companies may lack sufficient market liquidity, and they can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the
fees and expenses charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund will
be subject to the risks associated with investments in those companies, including but not limited to the following:
BDCs. The Fund's investments in business development companies ("BDCs") may be subject to certain additional risks, including competition for limited investment opportunities, the liquidity of a BDC's investments, uncertainty as to the value of a BDC's investments, risks associated with access to capital and leverage, and reliance on the management of a BDC.
ETFs. To the extent the Fund invests in exchange-traded funds ("ETFs") that invest in equity securities, fixed income securities and/or foreign securities, or track an index, the Fund is subject to the risks associated with the underlying investments held by the ETF or the index fluctuations to which the ETF is subject. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their net asset value ("NAV") and may not be liquid. An ETF that tracks an index may not precisely replicate the returns of its benchmark index.
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Pay-In-Kind Securities Risk
Pay-in-kind securities are debt securities that do not make regular cash interest payments. Pay-in-kind securities pay interest
through the issuance of additional securities. Because these securities do not pay current cash income, their prices can be
volatile when interest rates fluctuate. If an issuer of pay-in-kind securities defaults, the Fund may lose its entire investment.
In order to continue to qualify for treatment as a "regulated investment company" under the Internal Revenue Code and avoid
federal excise tax, the Fund may be required to distribute a portion of such non-cash income and may be required to dispose
of other portfolio securities (which may occur in periods of adverse market prices) in order to generate cash to meet these
distribution requirements.
Redemption Risk
The Fund may experience periods of high levels of redemptions that could cause the Fund to sell assets at inopportune times
or at a loss or depressed value. The sale of assets to meet redemption requests may create net capital gains, which could
cause the Fund to have to distribute substantial capital gains. Redemption risk is heightened during periods of declining
or illiquid markets. Additionally, during periods of heavy redemptions, the Fund may borrow funds through the Fund's interfund
credit facility, which may increase costs and heighten the Fund's redemption risk. A rise in interest rates or other market developments may cause investors to move out of fixed income securities on a large
scale. Heavy redemptions could hurt the Fund's performance.
Sector Risk
When the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance
and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more
volatile, and may perform differently, than the broader market. As the Fund's portfolio changes over time, the Fund's exposure
to a particular sector may become higher or lower.
Financial Sector Risk. Financial services companies are subject to extensive governmental regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when such companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities), or cease operations.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may not perform to expectations. It may not be possible to predict or to hedge against a widening in the yield spread of the securities selected by the sub-advisor. This could result in the Fund's underperformance compared to its benchmark index(es), or other funds with similar investment
objectives or strategies.
Segregated Assets Risk
In connection with certain transactions that may give rise to future payment obligations, the Fund may be required to maintain
a segregated amount of, or otherwise earmark, cash or liquid securities to cover the obligation. Segregated assets generally
cannot be sold while the position they are covering is outstanding, unless they are replaced with other assets of equal value.
The need to maintain cash or other liquid securities in segregated accounts could limit the Fund's ability to pursue other
opportunities as they arise.
Short Position Risk
The Fund will incur a loss as a result of a short position if the price of the instrument sold short increases in value between
the date of the short sale and the date on which an offsetting position is purchased. Short positions may be considered speculative
transactions and involve special risks, including greater reliance on the sub-advisor's ability to accurately anticipate the future value of a security or instrument. The Fund's losses are potentially
unlimited in a short position transaction because there is potentially no limit on the amount that the security that the Fund
is required to purchase may have appreciated. Because the Fund may invest the proceeds of a short sale, another effect of
short selling on the Fund is similar to the effect of leverage, in that short selling may amplify changes in the Fund's NAV
since it may increase the exposure of the Fund to certain markets and may increase losses and the volatility of returns.
6 |
Prospectus – Fund Summary |
Small Capitalization Companies Risk
Investing in the securities of small-capitalization companies involves greater risk and the possibility of greater price
volatility than investing in larger capitalization and more established companies. Since small-capitalization companies may
have narrower commercial markets, and more limited operating history, product lines, and managerial and financial resources
than larger, more established companies, the securities of these companies may lack sufficient market liquidity and they can
be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
Trust Preferred Securities Risk
Trust preferred securities are subject to market risk, interest rate risk and credit risk. Holders of the trust preferred
securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent
company. Trust preferred securities prices fluctuate for several reasons, including changes in the financial condition of
an issuer, investors' perception of the financial condition of an issuer, or the general economic condition of the market
for trust preferred securities.
Unrated Securities Risk
Because the Fund may purchase securities that are not rated by any rating organization, the sub-advisor, after assessing their credit quality, may internally assign ratings to certain of those securities in categories
similar to those of rating organizations. Unrated securities are subject to the risk that the sub-advisor may not accurately evaluate the security's comparative credit rating. Some unrated securities may not have an
active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an
acceptable price. Unrated securities may be subject to greater liquidity risk and price volatility.
Variable and Floating Rate Securities Risk The coupons on variable and floating-rate securities are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate, such as a money-market index, the London Interbank Offered Rate ("LIBOR") or a Treasury bill rate. Variable and floating rate securities are subject to interest rate risk and credit risk. As short-term interest rates decline, the coupons on floating-rate securities typically decrease. Alternatively, during periods of rising interest rates, the coupons on floating-rate securities typically increase. Changes in the coupons of floating-rate securities may lag behind changes in market rates or may have limits on the maximum increases in the coupon rates. The value of floating-rate securities may decline if their coupons do not rise as much, or as quickly, as interest rates in general. Floating rate securities will not generally increase in value if interest rates decline. Certain types of floating rate instruments may be subject to greater liquidity risk than other debt securities.
Zero Coupon Securities Risk
Zero coupon securities are securities that do not make periodic interest payments. Accordingly, zero coupon securities usually
trade at a deep discount from their face or par value and will be subject to greater fluctuations in market value in response
to changing interest rates than debt obligations of comparable maturities that make current distribution of interest in cash.
Fund Performance
The bar chart and table below provide an indication of risk by showing changes in the Fund's performance over time. The bar chart shows how the Fund's performance has varied from year to year. The table shows how the Fund's performance compares to a broad-based market index, which is the Fund's benchmark index, as well as the benchmark index of the Fund's predecessor.
The Fund acquired the assets and liabilities of the Palmer Square SSI Alternative Income Fund, a series of Investment Managers Series Trust, in a reorganization that closed on May 17, 2019. In connection with that reorganization, the Y Class shares and Investor Class shares of the Fund have adopted the performance history and financial statements of the Class I shares and Class A shares, respectively, of the Fund's predecessor. The bar chart and table below show the performance of the Fund's Y Class shares for all periods. The table below also shows the performance of the Fund's Investor Class shares for all periods (which differs from the performance of the Class A shares of the Fund's predecessor to the extent that the performance of the Class A shares reflected the deduction of applicable sales charges). The Institutional Class shares of the Fund began operations on May 20, 2019. Performance for the Institutional Class shares in the table below represents the returns achieved by the predecessor Fund's Class I shares from May 25, 2012 through December 31, 2018. The Institutional Class shares would have had similar annual returns to the Class I shares, because the shares are invested in the same portfolio securities. The Institutional Class performance shown in the table has not been adjusted for differences in operating expenses of the Institutional Class and the predecessor Fund's I Class shares.
You may obtain updated performance information on the Fund's website at www.americanbeaconfunds.com. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Calendar year total returns for Y Class Shares. Year Ended 12/31 |
|
|
Highest Quarterly Return:
Lowest Quarterly Return:
|
The calendar year-to-date total return as of September 30, 2019 was 5.52% |
|
Average annual total returns for periods ended December 31, 2018.
|
Inception Date of Class |
1 Year |
5 Year |
Since Inception |
||||
Y Class |
05/25/2012 |
|
|
|
|
|
|
|
Returns Before Taxes |
|
|
0.57 |
% |
1.44 |
% |
1.81 |
% |
Returns After Taxes on Distributions |
|
|
(0.09 |
%) |
0.78 |
% |
1.21 |
% |
Returns After Taxes on Distributions and Sales of Fund Shares |
|
|
0.44 |
% |
0.93 |
% |
1.26 |
% |
Prospectus – Fund Summary |
7 |
|
Inception Date of Class |
1 Year |
5 Year |
Since Inception 05/25/2012 |
||||
Share Class (Before Taxes) |
|
|
|
|
|
|
|
|
Investor |
05/25/2012 |
|
0.24 |
% |
1.18 |
% |
1.57 |
% |
Institutional |
05/17/2019 |
|
0.57 |
% |
1.44 |
% |
1.81 |
% |
Index (Reflects no deduction for fees, expenses or taxes) |
|
1 Year |
5 Year |
Since Inception 05/25/2012 |
||||
ICE BofAML 3-Month U.S. Treasury Bill Index |
|
|
1.87 |
% |
0.63 |
% |
0.50 |
% |
FTSE 3-Month T-Bill Index1 |
|
|
1.86 |
% |
0.60 |
% |
0.47 |
% |
1 The Fund's primary benchmark is the ICE BofAML 3-Month U.S. Treasury Bill Index. The benchmark index of the Fund's predecessor
was the FTSE 3-Month T-Bill Index. The Manager has elected to use the ICE BofAML 3-Month U.S. Treasury Bill Index as the Fund's
primary benchmark to conform with the index provider used by other funds in the American Beacon Funds Complex.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local income taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. The return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. If you are a tax-exempt entity or hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account ("IRA") or a 401(k) plan, the after-tax returns do not apply to your situation. After-tax returns are shown only for the Fund's Y Class shares; after-tax returns for other share classes will vary.
Management
The Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
Sub-Advisor
The Fund's investment sub-advisor is SSI Investment Management LLC.
Portfolio Managers
SSI Investment Management LLC
|
George M. Douglas
Dagney M. Hollander
|
Alexander W. Volz
|
* Includes Predecessor Fund.
Purchase and Sale of Fund Shares
You may buy or sell shares of the Fund through a direct mutual fund account, a retirement account, an investment professional or another financial intermediary. As a direct mutual fund account shareholder, you may buy or sell shares in various ways:
Internet |
www.americanbeaconfunds.com |
|
Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class only)
|
|
|
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
|
Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
|
You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (NYSE) is open, at the Fund's net asset value ("NAV") per share next calculated after your order is received in proper form.
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive from the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
8 |
Prospectus – Fund Summary |
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund's distributor or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial adviser to recommend the Fund over another investment. Ask your individual financial adviser or visit your financial intermediary's website for more information.
Additional Information About the Fund
To help you better understand the Fund, this section provides a detailed discussion of the Fund's investment policies, its principal strategies and principal risks and performance benchmark. However, this Prospectus does not describe all of the Fund's investment practices. Capitalized terms that are not otherwise defined are defined in Appendix A. For additional information, please see the Fund's SAI, which is available at www.americanbeaconfunds.com or by contacting us via telephone at 1-800-658-5811, by U.S. mail at P.O. Box 219643, Kansas City, MO 64121-9643, or by e-mail at americanbeaconfunds@ambeacon.com.
Additional Information About Investment Policies and Strategies
Investment Objectives
The Fund's investment objectives are to seek income and, secondarily, absolute returns.
The Fund's investment objectives are "non-fundamental," which means that they may be changed by the Fund's Board without the approval of Fund shareholders.
Temporary Defensive Policy
The Fund may depart from its principal investment strategy by taking temporary defensive positions in response to adverse market, economic, political or other conditions. During these times, the Fund may not achieve its investment objectives.
Additional Information About the Management of the Fund
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager. The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Fund. The Manager:
develops overall investment strategies for the Fund,
selects and changes sub-advisors,
allocates assets among sub-advisors,
monitors and evaluates the sub-advisor's investment performance,
monitors the sub-advisor's compliance with the Fund's investment objectives, policies and restrictions,
oversees the Fund's securities lending activities and actions taken by the securities lending agent to the extent applicable, and
directs the investment of the portion of Fund's assets that the sub-advisor determines should be allocated to short-term investments.
The Fund's assets are currently allocated by the Manager to one sub-advisor, SSI Investment Management LLC ("SSI"). SSI has full discretion to purchase and sell securities for the Fund in accordance with the Fund's objectives, policies, restrictions and more specific strategies provided by the Manager. The Manager oversees the sub-advisor but does not reassess individual security selections made by the sub-advisor for the Fund.
Although the Manager has no current intention to do so, the Fund's assets may be allocated among one or more additional sub-advisors in the future by the Manager. The Fund operates in a manager of managers structure. The Fund and the Manager have received an exemptive order from the SEC that permits the Fund, subject to certain conditions and approval by the Board, to hire and replace sub-advisors that are unaffiliated with the Manager without approval of the shareholders. In the future, the Fund and the Manager may rely on an SEC staff no-action letter, dated July 9, 2019, that would permit the Fund to expand its exemptive relief to hire and replace sub-advisors that are affiliated and unaffiliated with the Manager without shareholder approval, subject to approval by the Board and certain other conditions. The Manager has ultimate responsibility, subject to oversight by the Board, to oversee sub-advisors and recommend their hiring, termination and replacement. The order also exempts the Fund from disclosing the advisory fees paid by the Fund to individual sub-advisors that are unaffiliated with the Manager in various documents filed with the SEC and provided to shareholders, and, in the future, the Fund may rely on the SEC staff no-action letter to expand its exemptive relief to individual sub-advisors that are affiliated with the Manager. Instead, the fees payable to sub-advisors unaffiliated with or partially-owned by the Manager or its parent company would be aggregated, and fees payable to sub-advisors that are wholly-owned by the Manager or its parent company, if any, would be aggregated with fees payable to the Manager.. Whenever a sub-advisor change is proposed in reliance on the order, in order for the change to be implemented, the Board, including a majority of its "non-interested" trustees, must approve the change. In addition, the Fund is required to provide shareholders with certain information regarding any new sub-advisor within 90 days of the hiring of any new sub-advisor.
Additional Information About Investments
This section provides more detailed information regarding certain of the Fund's principal investment strategies as well as information regarding the Fund's strategy with respect to investment of cash balances.
Cash Management Investments
The 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 or the sub-advisor. If the Fund invests in money market funds, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders will bear their proportionate share of the expenses, including, for example, advisory and administrative fees, of the money market funds in which the Fund invests, such as advisory fees charged by the Manager to any applicable money market funds advised by the Manager, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund's own operations. Shareholders also would be exposed to the risks associated with money market funds and the portfolio investments of such money market funds, including the risk that a money market fund's yield will be lower than the return that the Fund would have derived from other investments that provide liquidity.
The Fund may also purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
Prospectus – Additional Information About the Fund |
9 |
Convertible Securities
Convertible securities include corporate bonds, notes, preferred stock or other securities that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer's common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Holders of convertible securities have a claim on the assets of the issuer prior to the common stockholders, but may be subordinated to holders of similar non-convertible securities of the same issuer. Because of the conversion feature, certain convertible securities may be considered equity equivalents.
Currencies
The Fund may invest in foreign currency-denominated securities and may also purchase and sell foreign currency forward contracts, foreign currency futures contracts (see "Derivative Investments"), and may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (see "Forward Contracts"). The Fund may engage in these transactions in order to hedge or protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities or other derivative positions. The Fund also may use foreign currency denominated instruments and foreign currency derivatives to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
Derivative Investments
Derivatives are financial instruments that have a value that depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. The Fund may invest in the following derivative instruments:
Forward Contracts. Forward contracts are two-party contracts pursuant to which one party agrees to pay the counterparty a fixed price for an agreed upon amount of securities, or the cash value of the securities or the securities index, at an agreed upon future date. A forward currency contract is an obligation to buy or sell a specific 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. An NDF is a forward contract where there is no physical settlement of the two currencies at maturity. Rather, on the contract settlement date, a net cash settlement will be made by one party to the other based on the difference between the contracted forward rate and the prevailing spot rate, on an agreed notional amount.
Futures Contracts. A futures contract is a contract to purchase or sell a particular asset, such as securities, indices, or currencies, at a specified future date at a price agreed upon when the contract is made. Under many such contracts, no delivery of the actual underlying asset is required. Rather, upon the expiration of the contract, settlement is made by exchanging cash in an amount equal to the difference between the contract price and the closing price of the asset (e.g., a security or an index) at expiration, net of the initial and variation margin that was previously paid. An interest rate futures contract is a contract for the future delivery of an interest-bearing debt security. A Treasury futures contract is a contract for the future delivery of a U.S. Treasury security. The Fund also may have to sell assets at inopportune times to satisfy its settlement or collateral obligations. The risks associated with the use of futures contracts also include that there may be an imperfect correlation between the changes in market value of the prices of futures contracts and the assets underlying such contracts and that there may not be a liquid secondary market for a futures contract.
Options. 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 the underlying security or currency upon payment of the exercise price, in the case of a call option, or to pay the exercise price upon delivery of the underlying security or currency, in the case of a put option.
Swap Agreements. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer's failure to make timely payments of interest or principal, bankruptcy or restructuring. The terms of the swap transaction are either negotiated by the sub-advisor and the swap counterparty or established based on terms generally available on an exchange or contract market. In an interest rate swap, the Fund and another party exchange the right to receive payments equivalent to interest at differing rates on specified notional principal amounts.
Warrants. Warrants are derivative securities that give the holder the right to purchase a specified amount of securities at a specified price. Detachable warrants are often independently traded on a stock exchange. Non-detachable warrants cannot be traded independently from their reference bond. Warrants normally have a life that is measured in years and entitle the holder to buy securities at a price that is usually higher than the market price at the time the warrant is issued. Corporations often issue warrants to make the accompanying debt security more attractive.
Equity Investments
The Fund's equity investments may include:
Common Stock. Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. Common stock may be traded via an exchange or over-the-counter. Over-the-counter stock may be less liquid than exchange-traded stock.
Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U. S. Exchanges. ADRs are U.S. dollar-denominated receipts issued generally by domestic banks and represent the deposit with the bank of a security of a foreign issuer. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund's possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.
Preferred Stock. Preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond and its participation in the issuer's growth may be limited. Preferred stock
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has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is typically set at a fixed annual rate, in some circumstances it can be variable, changed or omitted by the issuer.
REITs. REITs are pooled investment vehicles that own, and often operate, income producing real estate (known as "equity REITs") or invest in mortgages secured by loans on such real estate (known as "mortgage REITs") or both (known as "hybrid REITs"). REITs are susceptible to the risks associated with direct ownership of real estate, such as declines in property values, increase in property taxes, operating expenses, rising interest rates or overbuilding, zoning changes, and losses from casualty or condemnation. REITs typically are subject to management fees and other expenses that are separate from those of the Fund.
Fixed Income Instruments
The Fund's investments in fixed income instruments may include:
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 will generally decline as prevailing interest rates rise, which may cause the Fund's net asset value 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. 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.
Emerging Markets Debt. The Fund may invest a significant portion of its assets in a particular geographic region or country, including emerging markets. The 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 market indices.
High Yield Securities. High yield securities are debt obligations rated below investment grade (such as BB or lower by S&P Global Ratings or Fitch, Inc. and/or Ba or lower by Moody's Investors Service, Inc.) or not rated, but considered by the sub-advisor to be of similar quality. These types of securities are also commonly referred to as ‘‘junk bonds.''
Investment Grade Securities. Investment grade securities that the Fund may purchase, either as part of its principal investment strategy or to implement its temporary defensive policy, include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by a rating organization rating that security (such as S&P Global Ratings, Moody's Investors Service, Inc., or Fitch, Inc.) or comparably rated by the sub-advisor if unrated by a rating organization. The Fund, at the discretion of the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria.
Trust Preferred Securities. Trust preferred securities are issued by a special purpose trust subsidiary backed by subordinated debt of the corporate parent. Trust preferred securities are hybrid securities with characteristics of both subordinated debt and preferred stock. Such characteristics include long maturities (typically 30 years or more), early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of the trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company.
Zero Coupon Obligations. Zero coupon securities are debt obligations that are issued and traded at a discount from their face amount or par value (known as "original issue discount" or "OID") and do not entitle the holder to any periodic payment of interest prior to maturity or that specify a future date when the securities begin to pay current interest.
Foreign Currency Forwards
The Fund may have exposure to foreign currencies for investment or hedging purposes by purchasing or selling forward currency exchange contracts in non-U.S. currencies, direct investments in non-U.S. currencies and in securities denominated in non-U.S. currencies. Foreign currencies may decline in value relative to the U.S. dollar and affect the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies. Not all forward contracts require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty.
Illiquid and Restricted Securities
Generally, an illiquid asset is an asset that the 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, as determined pursuant to Rule 22e-4 under the Investment Company Act or as otherwise permitted or required by SEC rules and interpretations. 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. 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. 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. 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.
Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the 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. In addition, the Fund may get only limited information about an issuer, so it may be less able to predict a loss. The 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. In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A 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 the Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of the Fund's illiquidity. The Manager or the sub-advisor, as applicable, may determine that certain securities qualified for trading under Rule 144A are liquid. 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 the Fund, to purchase such unregistered securities if certain conditions are met.
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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 ("Section 4(a)(2) securities") are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Fund, that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. 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.
The Manager and the sub-advisor will carefully monitor the Fund's investments in Section 4(a)(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(a)(2) securities could have the effect of reducing the Fund's liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
Other Investment Companies Securities
The Fund at times may invest in shares of other investment companies, including money market funds, BDCs, and ETFs. The Fund may invest in securities of an investment company advised by the Manager or the sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the 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 the Fund's own operations. These other fees and expenses, if applicable, are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in this Prospectus. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
The 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. The Fund could invest in money market funds rather than purchasing individual short-term investments. If the Fund invests in money market funds, shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which the Fund invests, including advisory fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
The Fund may purchase shares of ETFs and sell ETF shares short. ETFs trade like a common stock and passively-managed ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market and sell ETF shares short to hedge exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies but also presents some additional risks due to being exchange traded. The price of an ETF can fluctuate within a wide range in response to changes in the NAV of the ETF and the supply and demand for its shares. Differences between exchange prices and the NAV for ETF shares may be due largely to supply and demand forces in the secondary market, which forces may not be the same as those influencing prices for securities or instruments held by the ETF at a particular time. The market price of ETF shares, like the price of any exchange-traded security, includes a "bid-ask spread." In times of severe market disruption, the bid-ask spread often increases significantly. As a result of these factors, there may be times when the market price and the NAV of the ETF vary significantly, which can potentially cause substantial losses for investors in ETFs.
BDCs are a specialized form of closed-end fund that invest generally in small developing companies and financially troubled businesses. BDCs invest in private companies and thinly traded securities of public companies, including debt instruments. Generally, little public information exists for private and thinly traded companies and there is a risk that investors may not be able to make fully informed investment decisions. Many debt investments in which a BDC may invest will not be rated by a credit rating agency and will be below investment grade quality.
Additional Information About Risks
The greatest risk of investing in a mutual fund is that its returns will fluctuate and you could lose money. The following section provides additional information regarding the Fund's principal risk factors in light of its principal investment strategies. The principal risks of investing in the Fund listed below are presented in alphabetical order, and not in order of importance or potential exposure, to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a "principal risk" of investing in the Fund, regardless of the order in which it appears.
Allocation Risk
This is the risk that the sub-advisor's judgments about, and allocations among, strategies, asset classes and market exposures may adversely affect the Fund's performance. There can be no assurance, particularly during periods of market disruption and stress, that the sub-advisor's judgements about asset allocation will be correct. Some broad asset categories and sub-classes may perform below expectations or the securities markets generally over short and extended periods. This risk may be increased by the use of derivatives to increase allocations to various market exposures because derivatives can create investment leverage, which will magnify the impact to the Fund of its investment in any underperforming market exposure.
Callable Securities Risk
The Fund may invest in fixed-income securities with call features. A call feature allows the issuer of the security to redeem or call the security prior to its stated maturity date. In periods of falling interest rates, issuers may be more likely to call in securities that are paying higher coupon rates than prevailing interest rates. In the event of a call, the Fund would lose the income that would have been earned to maturity on that security, the proceeds received by the Fund may be invested in securities paying lower coupon rates and the Fund may not benefit from any increase in value that might otherwise result from declining interest rates. Thus, the Fund's income could be reduced as a result of a call. In addition, the market value of a callable security may decrease if it is perceived by the market as likely to be called, which could have a negative impact on the Fund's total return.
Convertible Securities Risk
The value of a convertible security typically increases or decreases with the price of the underlying common stock. In general, a convertible security is subject to the risks of stocks, and its price may be as volatile as that of the underlying stock when the underlying stock's price is high relative to the conversion price. A convertible security also is subject to the risks of debt securities, and is particularly sensitive to changes in interest rates, when the underlying stock's price is
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low relative to the conversion price. The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest rate risk and credit risk, and there is a risk that the credit standing of the issuer may have an effect on the convertible security's investment value. Convertible securities generally have less potential for gain or loss than common stocks. Securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities that are convertible at the option of the holder. Many convertible securities have credit ratings that are below investment grade (commonly known as "junk bonds") and are subject to the same risks as an investment in lower-rated debt securities. Lower-rated debt securities may fluctuate more widely in price and yield than investment grade debt securities and may fall in price during times when the economy is weak or is expected to become weak. The credit rating of a company's convertible securities is generally lower than that of its non-convertible debt securities. Convertible securities are normally considered "junior" securities — that is, the company usually must pay interest on its non-convertible debt securities before it can make payments on its convertible securities. If the issuer stops paying interest or principal, convertible securities may become worthless and the Fund could lose its entire investment. In addition, to the extent the Fund invests in convertible securities issued by small- or mid-cap companies, it will be subject to the risks of investing in such companies.
Counterparty Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty, will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise honor its obligations to the Fund. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty.
Some of the markets in which the Fund may effect derivative transactions are OTC or "interdealer" markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight to the same extent as are members of "exchange-based" markets. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a credit or liquidity problem with the counterparty. Recent turbulence in the financial markets could exacerbate counterparty risk resulting from OTC derivative transactions.
Credit Risk
The Fund is subject to the risk that the issuer or guarantor of an obligation, or the counterparty to a transaction, including a derivatives contract, may fail, or become less able, to make timely payment of interest or principal or otherwise honor its obligations or default completely. The strategies utilized by the sub-advisor require accurate and detailed credit analysis of issuers and there can be no assurance that its analysis will be accurate or complete. The Fund may be subject to substantial losses in the event of credit deterioration or bankruptcy of one or more issuers in its portfolio. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument and debt obligations which are rated by rating agencies may be subject to downgrade. The credit ratings of debt instruments and investments represent the rating agencies' opinions regarding their credit quality and are not a guarantee of future credit performance of such securities. Rating agencies attempt to evaluate the safety of the timely payment of principal and interest (or dividends) and do not evaluate the risks of fluctuations in market value. The ratings assigned to securities by rating agencies do not purport to fully reflect the true risks of an investment. Further, in recent years many highly-rated structured securities have been subject to substantial losses as the economic assumptions on which their ratings were based proved to be materially inaccurate. A decline in the credit rating of an individual security held by the Fund may have an adverse impact on its price and may make it difficult for the Fund to sell it. Ratings represent a rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies might not always change their credit rating on an issuer or security in a timely manner to reflect events that could affect the issuer's ability to make timely payments on its obligations. Credit risk is typically greater for securities with ratings that are below investment grade (commonly referred to as "junk bonds"). Since the Fund can invest significantly in high yield investments that are considered speculative in nature, this risk may be substantial. Changes in the actual or perceived creditworthiness of an issuer, or a downgrade or default affecting any of the Fund's securities, could affect the Fund's performance.
Currency Risk
The Fund may have exposure to foreign currencies by using various instruments described below. Foreign currencies may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, may be affected unpredictably by intervention, or the failure to intervene, of the U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, and may be affected by the imposition of currency controls or political developments in the U.S. or abroad. As a result, the Fund's exposure to foreign currencies either directly or through portfolio investments, may reduce the returns of the Fund. Foreign currencies may also decline in value relative to the U.S. dollar and other currencies and thereby affect the Fund's investments in non-U.S. currencies or in securities that trade in and receive revenues in non-U.S. currencies, or in derivatives that provide exposure to non-U.S. currencies. In addition, changes in currency exchange rates could adversely impact investment gains or add to investment losses. Currency futures, forwards, options or swaps may not always work as intended, and in specific cases, the Fund may be worse off than if it had not used such instrument(s). In the case of hedging positions, the U.S. dollar or other currency may decline in value relative to the foreign currency that is being hedged and thereby affect the Fund's investments. There may not always be suitable hedging instruments available. Even where suitable hedging instruments are available, the Fund may choose to not hedge its currency risks. The Fund may gain exposure to foreign currencies because of its investments in one or more of the following:
Non-U.S. currencies
Securities denominated in non-U.S. currencies
Foreign currency forward contracts, including NDFs, which are described below under "Derivatives Risk"
Non-U.S. currency futures contracts, which are described below under "Derivatives Risk"
Cybersecurity and Operational Risk
The Fund, its service providers, and third-party fund distribution platforms, and shareholders' ability to transact with the Fund, may be negatively impacted due to operational risks arising from, among other problems, human errors, systems and technology disruptions or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality. A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being unable to access electronic systems (also known as "denial of services"), loss or theft of proprietary information or corporate data, interference with the Fund's ability to calculate its NAV, impediments to trading, physical damage to a computer or network system, or remediation costs associated with system repairs.
The occurrence of any of these problems could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the Manager has
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established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations in such plans and systems, and it is not possible for the Manager, Fund service providers, or third-party fund distribution platforms to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund invests, leading to significant loss of value.
Derivatives Risk
Derivatives are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. The Fund may use derivatives to enhance total return of its portfolio, to hedge against fluctuations in interest rates or currency exchange rates, to change the effective duration of its portfolio, to manage certain investment risks or as a substitute for the purchase or sale of the underlying currencies or securities. The Fund may also hold derivative instruments to obtain economic exposure to an issuer without directly holding its securities.
Derivatives can be highly complex and their use within a management strategy can require specialized skills. There can be no assurance that any strategy used will succeed. If the sub-advisor incorrectly forecasts stock market values, or the direction of interest rates or currency exchange rates in utilizing a specific derivatives strategy for the Fund, the Fund could lose money. In addition, leverage embedded in a derivative instrument can expose the Fund to greater risk and increase its costs. Gains or losses in the value of a derivative instrument may be magnified and be much greater than the derivative's original cost (generally the initial margin deposit).
Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment, for example, where the Fund may be called upon to deliver a security it does not own. Derivatives may be illiquid and may be more volatile than other types of investments. The Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. Certain derivatives may also be difficult to value, and valuation may be more difficult in times of market turmoil. The Fund may buy or sell derivatives not traded on organized exchanges. The Fund may also enter into transactions that are not cleared through clearing organizations. These types of transactions may be subject to heightened liquidity and valuation risk. Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. Certain derivatives require the Fund to post margin to secure its future obligation; if the Fund has insufficient cash, it may have to sell investments from its portfolio to meet daily variation margin requirements at a time when it may be disadvantageous to do so. The Fund's use of derivatives also may create financial leverage, which may result in losses that exceed the amount originally invested and accelerate the rate of losses. Suitable derivatives may not be available in all circumstances, and there can be no assurance that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial.
Although the Fund may attempt to hedge against certain risks, the hedging instruments may not perform as expected and could produce losses. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments. The Fund may not hedge certain risks in particular situations, even if suitable instruments are available.
Ongoing changes to the regulation of the derivatives markets and potential changes in the regulation of funds using derivative instruments could limit the Fund's ability to pursue its investment strategies. The extent and impact of the regulation is not yet fully known and may not be for some time. New regulation may make derivatives more costly, may limit their availability, may disrupt markets, or may otherwise adversely affect their value or performance. In addition to other changes, these rules provide for central clearing of derivatives that in the past were traded exclusively over-the-counter and may increase costs and margin requirements, but are expected to reduce certain counterparty risks.
Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, the sub-advisor may wish to retain the Fund's position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. The Fund's ability to use derivatives may also be limited by certain regulatory and tax considerations. For example, the CFTC and the designated contract markets have established position limits for futures and option contracts that may restrict the ability of the Fund, or the Manager or sub-advisor entering trades on the Fund's behalf, to make certain trading decisions. The Fund may be subject to the risks associated with investments in those derivatives, including but not limited to the following:
Futures and Forward Contracts Risk. Futures and forward contracts, including NDFs, are derivative instruments pursuant to a contract where the parties agree to a fixed price for an agreed amount of securities or other underlying assets at an agreed date or to buy or sell a specific currency at a future date at a price set at the time of the contract. There may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes. There are no limitations on daily price movements of forward contracts. There can be no assurance that any strategy used will succeed. Not all forward contracts, including NDFs, require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. There may not be a liquid secondary market for the futures contracts. Forward currency transactions, including NDFs, include the risks associated with fluctuations in currency. Treasury futures contracts expose the Fund to price fluctuations resulting from changes in interest rates. Treasury futures contracts expose the Fund to potential losses if interest rates do not move as expected.
Options Risk. The movements experienced by the Fund between the prices of options and prices of the assets (or indices) underlying such options, may differ from expectations, and may cause the Fund to not achieve its objective. The seller (writer) of a call option that is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying assets above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying assets above the exercise price of the option. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase by such writer except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire investment in the call option. The seller (writer) of a put option that is covered (i.e., the writer has a short position in the underlying assets) assumes the risk of an increase in the market price of the underlying assets above the sales price (in establishing the short position) of the underlying assets plus the premium received, and gives up the opportunity for gain on the underlying assets below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying assets below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. In the event that an option on futures is exercised, the parties will be subject to all the risks associated with the trading of futures contracts, such as payment of variation margin deposits. In addition, the writer of an option, unlike the holder, generally is subject to initial and variation margin requirements on the option position. There can be no guarantee that the use of options will increase the Fund's return or income. In addition, there may be an imperfect correlation between the movement in prices of options and the securities underlying them, and there may at times not be a liquid secondary market for options.
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Swap Agreement Risk. Swaps can involve greater risks than a direct investment in an underlying asset, because swaps typically include a certain amount of embedded leverage and as such are subject to leveraging risk. If swaps are used as a hedging strategy, the Fund is subject to the risk that the hedging strategy may not eliminate the risk that it is intended to offset, due to, among other reasons, a lack of correlation between the swaps and the portfolio of assets that the swaps are designed to hedge or replace. Swaps also may be difficult to value. Swaps may be subject to liquidity risk and counterparty risk. Swaps that are traded over-the-counter are not subject to standardized clearing requirements and may involve greater liquidity and counterparty risks. In addition, the Fund may invest in the following types of swaps:
Credit default swaps, which may be subject to credit risk and the risks associated with the purchase and sale of credit protection. With respect
to a credit default swap, if the Fund is selling credit protection, there is a risk the Fund is subject to many of the same risks it would be if it were holding debt obligations of the issuer; however, the Fund would not have any recourse against such issuer and would not benefit from any collateral securing such issuer's debt
obligations. Therefore, when selling protection, the Fund could be forced to liquidate other assets upon the occurrence of a credit event in order to pay the counterparty. There
is also the risk that the transaction may be closed-out at a time when the credit quality of the underlying investment has
deteriorated, in which case the Fund may need to make an early termination payment. If the Fund is buying credit protection, there is the risk that no credit event will occur and the Fund will receive no benefit (other than any hedging benefit) for the premium paid. There is also the risk that the transaction
may be closed-out at a time when the credit quality of the underlying investment has improved, in which case the Fund may need to make an early termination payment.
Interest rate swaps, which may be subject to interest rate risk and credit risk.
Warrants Risk. Warrants are derivative securities that give the holder the right to purchase a specified amount of securities at a specified price. Warrants may be more speculative than certain other types of investments because warrants do not carry with them dividend or voting rights with respect to the underlying securities, or any rights in the assets of the issuer. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date. Detached warrants may be traded on a stock exchange; however, non-detached warrants can only be exercised by the bondholder. The market for warrants may be very limited and there may at times not be a liquid secondary market for warrants.
Emerging Markets Risk
When investing in emerging markets, the risks of investing in foreign securities are heightened. Emerging markets have unique risks that are greater than, or in addition to, the risks associated with investing in developed markets because emerging markets are generally smaller, less developed, less liquid and more volatile than the securities markets of the U.S. and other developed markets. There are also risks of: greater political uncertainties; an economy's dependence on revenues from particular commodities or on international aid or development assistance; currency transfer restrictions; a limited number of potential buyers for such securities, resulting in increased volatility and limited liquidity for emerging market securities; trading suspensions; and delays and disruptions in securities settlement procedures. The economies and political environments of emerging market countries tend to be more unstable than those of developed countries, resulting in more volatile rates of return than the developed markets and substantially greater risk to investors. The governments of emerging market countries may also be more unstable and more likely to impose capital controls, nationalize a company or industry, place restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets, and/or impose burdensome taxes that could adversely affect security prices. In addition, there may be less publicly available information about issuers in emerging markets than would be available about issuers 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 emerging market countries, fraud and corruption may be more prevalent than in developed market countries.
Equity Investments Risk
Equity securities are subject to investment risk and market risk. The Fund may invest in the following equity securities, which may expose the Fund to the following additional risks:
Common Stocks Risk. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, exchange rates or industry regulation. Companies that pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock generally is subordinate to preferred stock upon the liquidation or bankruptcy of the issuing company.
Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U. S. Exchanges Risk. The Fund may invest in securities issued by foreign companies through American Depositary Receipts ("ADRs") and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. These securities are generally subject to many of the same risks of investing in the foreign securities that they evidence or into which they may be converted, including, but not limited to, currency exchange rate fluctuations, political and financial instability in the home country of a particular depositary receipt or foreign stock, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.
Preferred Stocks Risk. Preferred securities, which are a form of hybrid security (i.e., a security with both debt and equity characteristics), may pay fixed or adjustable rates of return. If interest rates rise, the dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stocks may have mandatory sinking fund provisions, as well as provisions for their call or redemption prior to maturity which can have a negative effect on their prices when interest rates decline. Preferred stocks may be less liquid than common stocks and, unlike common stocks, participation in the growth of an issuer may be limited. Distributions on preferred stocks generally are payable at the discretion of an issuer and after required payments to bond holders. In certain situations, an issuer may call or redeem its preferred stock or convert it to common stock. The market prices of preferred stocks are generally more sensitive to actual or perceived changes in the issuer's financial condition or prospects than are the prices of debt securities. Issuers may threaten preferred stockholders with the cancellation of all dividends and liquidation preference rights in an attempt to force their conversion to less secure common stock. Certain preferred stocks are equity securities because they do not constitute a liability of the issuer and therefore do not offer the same degree of protection of capital or continuation of income as debt securities. The rights of preferred stock on distribution of a corporation's assets in the event of its liquidation are generally subordinated to the rights associated with a corporation's debt securities. Therefore, in the event of an issuer's bankruptcy, there is substantial risk that there will be nothing left to pay preferred stockholders after payments, if any, to bondholders have been made. Preferred stocks may also be subject to credit risk.
REITs Risk. REITs or other real estate-related securities are subject to the risks associated with direct ownership of real estate, including, among other risks: adverse developments affecting the real estate industry; declines in the value of real estate; changes in interest rates; risks related to general and local economic conditions; defaults by mortgagors or other borrowers and tenants; lack of availability of mortgage funds or financing; extended vacancies of properties, especially during economic downturns; casualty or condemnation losses; and governmental actions, such as changes to tax laws, zoning
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regulations or environmental regulations. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and net capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate they own, e.g., apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs. All REITs are dependent on management skills, are subject to heavy cash flow dependency or self-liquidation and generally are not diversified. Equity REITs are affected by the changes in the value of the properties owned by the trust. Mortgage REITs are affected by the quality of the credit extended. Equity, mortgage and hybrid REITs may not be diversified with regard to the types of tenants, may not be diversified with regard to the geographic locations of the properties, and are subject to cash flow dependency and defaults by borrowers, and any REIT could fail to qualify for tax-free "pass-through" of distributed net income and net realized gains under the Internal Revenue Code, or to maintain its exemption from registration under the Investment Company Act. REITs typically incur fees that are separate from those incurred by the Fund. Accordingly, the Fund's investment in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to indirectly paying Fund expenses. The value of REIT common stock may decline when interest rates rise.
Foreign Investing Risk
Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) different government regulation and supervision of foreign banks, stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets. There may be very limited oversight of certain foreign banks or securities depositories that hold foreign securities and currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank, depository, or their agents goes bankrupt. To the extent the Fund invests a significant portion of its assets in securities of a single country or region, it is more likely to be affected by events or conditions of that country or region.
Hedging Risk
The Fund may enter into hedging transactions with the intention of reducing or controlling risk. It is possible that hedging strategies will not be effective in controlling risk, due to unexpected non-correlation (or even positive correlation) between the hedging instrument and the position being hedged, increasing, rather than reducing, both risk and losses. To the extent that the Fund enters into hedging transactions, the hedges will not be static but rather will need to be continually adjusted based on the sub-advisor's assessment of market conditions, as well as the expected degree of non-correlation between the hedges and the portfolio being hedged. The success of the Fund's hedging strategies will depend on the sub-advisor's ability to implement such strategies efficiently and cost-effectively, as well as on the accuracy of the sub-advisor's judgments concerning the hedging positions to be acquired by the Fund. A counterparty to a hedging transaction may be unable to honor its financial obligation to the Fund. In addition, the sub-advisor may be unable to close the transaction at the time it would like or at the price it believes the security is currently worth. The Fund may not, in general, attempt to hedge all market or other risks inherent in the Fund's investments, and may hedge certain risks only partially, if at all. Certain risks, either in respect of particular investments or in respect of the Fund's overall portfolio, may not be hedged, particularly if doing so is economically unattractive. As a result, various directional market risks may remain unhedged. Gains or losses from positions in hedging instruments may be much greater than the instrument's original cost. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument does not correlate to the risk sought to be hedged, the hedge might be unsuccessful. The use of hedges may fail to mitigate risks, reduce the Fund's return, or create a loss. In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its investments. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments.
High Yield Securities Risk
Exposure to high yield securities (commonly referred to as ''junk bonds'') generally involves significantly greater risks of loss of your money than an investment in investment-grade securities. Compared with issuers of investment grade securities, issuers of high yield securities are more likely to encounter financial difficulties and to be materially affected by these difficulties. High yield debt securities may fluctuate more widely in price and yield and may fall in price when the economy is weak or expected to become weak. These securities also may be difficult to sell at the time and price the Fund desires. High yield securities are considered to be speculative with respect to an issuer's ability to pay interest and principal and carry a greater risk that issuers of lower-rated securities will default on the timely payment of principal or interest. Rising interest rates may compound these difficulties and reduce an issuer's ability to repay principal and interest obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy. Issuers of securities that are in default or have defaulted may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. Below-investment-grade securities may experience greater price volatility and less liquidity than investment-grade securities.
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 the Fund. The lower rating of certain high yielding 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 credit rating agencies in their ratings of a fixed income security also may affect the value of these investments. However, allocating investments among securities of different issuers could 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 investment-grade investments, but more sensitive to adverse economic changes or individual corporate developments. During economic downturns or periods of rising interest rates, 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. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Additionally, accruals of interest income for the Fund may have to be adjusted in the event of default. In the event of an issuer's default, the Fund may write off prior income accruals for that issuer, resulting in a reduction in the Fund's current dividend payment. Frequently, the higher yields of high-yielding 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.
Illiquid and Restricted Securities Risk
Section 4(a)(2) securities and Rule 144A securities may not be listed on an exchange and may have no active trading market. The prices of these securities may be more difficult to determine than publicly traded securities and these securities may involve heightened risk as compared to investments in securities of publicly traded companies. They may be more difficult to purchase or sell at an advantageous time or price because such securities may not be readily marketable in broad public markets. The Fund may not be able to sell a Section 4(a)(2) security or a Rule 144A security when the sub-advisors consider it desirable to do so and/or may have to sell the security at a lower price than the Fund believes is its fair market value. Although there is a substantial institutional market for Section 4(a)(2) securities and Rule 144A securities, it is not possible to predict exactly how the market for such securities will develop.
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A Section 4(a)(2) security or Rule 144A security that was liquid at the time of purchase may subsequently become illiquid. In addition, transaction costs may be higher for restricted securities and the Fund may receive only limited information regarding the issuer of a restricted security. The Fund may have to bear the expense of registering Section 4(a)(2) securities and Rule 144A securities for resale and the risk of substantial delays in effecting the registration. If, during such a delay, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed at the time it decided to seek registration of the security.
Interest Rate Risk
Investments in investment-grade and non-investment grade fixed-income securities or derivatives that are influenced by interest rates are subject to interest rate risk. The value of the Fund's fixed-income investments typically will fall when interest rates rise. The Fund may be particularly sensitive to changes in interest rates if it invests in debt securities with intermediate and long terms to maturity. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than debt securities with shorter durations. For example, if a bond has a duration of four years, a 1% increase in interest rates could be expected to result in a 4% decrease in the value of the bond. Yields of debt securities will fluctuate over time. Following the financial crisis that started in 2008, the Federal Reserve attempted to stabilize the economy and support the economic recovery by keeping the federal funds rate (the interest rate at which depository institutions lend reserve balances to each other overnight) at or near zero percent. The Federal Reserve has raised the federal funds rate several times since December 2015 and may increase or decrease rates in the future. Interest rates may rise significantly and/or rapidly, potentially resulting in substantial losses to the Fund. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns. Certain European countries and Japan have recently experienced negative interest rates on deposits and debt securities have traded at negative yields. Negative interest rates may become more prevalent among non-U.S. issuers, and potentially within the United States. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates. To the extent the Fund holds an investment with a negative interest rate to maturity, the Fund would generate a negative return on that investment.
Investment Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund should not be relied upon as a complete investment program. The share price of the Fund fluctuates, which means that when you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
Issuer Risk
The value of, and/or the return generated by, a security may decline for a number of reasons that 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. When the issuer of a security implements strategic initiatives, including mergers, acquisitions and dispositions, there is the risk that the market response to such initiatives will cause the share price of the issuer's securities to fall.
Large Capitalization Companies Risk
The securities of large market capitalization companies may underperform other segments of the market because such companies may be less responsive to competitive challenges and opportunities, such as changes in technology and consumer tastes. Large market capitalization companies may be unable to attain the high growth rates of successful smaller companies, especially during periods of economic expansion.
Leverage Risk
Financial leverage magnifies the exposure to the movement in prices of an asset or class of assets underlying a derivative instrument and may result in increased volatility, which means that the Fund will have the potential for greater losses than if the Fund does not use the derivative instruments that have a leveraging effect. Leverage may result in losses that exceed the amount originally invested and may accelerate the rate of losses. Leverage tends to magnify, sometimes significantly, the effect of any increase or decrease in the Fund's exposure to an asset or class of assets and may cause the Fund's NAV per share to be volatile. The Fund may experience leverage risk in connection with investments in derivatives because its investments in derivatives may be purchased with a fraction of the assets that would be needed to purchase the securities directly, so that the remainder of the assets may be invested in other investments. Such investments may have the effect of leveraging the Fund because the Fund may experience gains or losses not only on its investments in derivatives, but also on the investments purchased with the remainder of the assets. If the value of the Fund's investments in derivatives is increasing, this could be offset by declining values of the Fund's other investments. Conversely, it is possible that the rise in the value of the Fund's non-derivative investments could be offset by a decline in the value of the Fund's investments in derivatives. In either scenario, the Fund may experience losses. In a market where the value of the Fund's investments in derivatives is declining and the value of its other investments is declining, the Fund may experience substantial losses. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation requirements. In addition, the costs that the Fund pays to engage in these practices are additional costs borne by the Fund and could reduce or eliminate any net investment profits. There can be no assurance that the Fund's use of leverage will be successful.
LIBOR Risk
The Fund's investments, payment obligations and financing terms may be based on floating rates, such as London Interbank Offer Rate ("LIBOR"), Euro Interbank Offered Rate and other similar types of reference rates (each, a "Reference Rate"). In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Financing Rate ("SOFR"), which is intended to be a broad measure of overnight U.S. Treasury repurchase agreement rates, as an appropriate replacement for U.S. dollar LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, with the expectation that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets to replace sterling LIBOR. On July 27, 2017, the Chief Executive of the UK Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that the FCA will no longer persuade nor require banks to submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after 2021. This announcement and any additional regulatory or market changes may have an adverse impact on the Fund or its investments, including increased volatility or illiquidity in markets for instruments that rely on LIBOR.
In advance of 2021, regulators and market participants are working together to identify or develop successor Reference Rates. Additionally, prior to 2021, it is expected that market participants will focus on the transition mechanisms by which the Reference Rates in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of certain Reference Rates presents risks to the Fund. At this time, it is not possible to completely identify or predict the effect of any such changes, any establishment of alternative Reference Rates or any other reforms to Reference Rates that may be enacted in the UK or elsewhere. The elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other financial obligations held by the Fund or on its overall financial condition or
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results of operations. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund's performance and/or NAV.
Liquidity Risk
When there is little or no active trading market for specific types of securities, it can become more difficult to purchase or sell the securities at or near their perceived value. During such periods, certain investments held by the Fund may be difficult or impossible to purchase or sell at favorable times or prices. As a result, the Fund may have to lower the price on certain securities that it is trying to sell, sell other securities instead or forgo an investment opportunity, any of which could have a negative effect on Fund management or performance. An inability to sell a portfolio position can adversely affect the Fund's NAV or prevent the Fund from being able to take advantage of other investment opportunities. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. Redemptions by a few large investors in the Fund at such times may have a significant adverse effect on the Fund's NAV per share and remaining Fund shareholders. In addition, the market-making capacity of dealers in certain types of securities has been reduced in recent years, in part as a result of structural and regulatory changes, such as fewer proprietary trading desks and increased regulatory capital requirements for broker-dealers. Further, many broker-dealers have reduced their inventory of certain debt securities. This could negatively affect the Fund's ability to buy or sell debt securities and increase the related volatility and trading costs. The Fund may lose money if it is forced to sell certain investments at unfavorable prices to meet redemption requests or other cash needs. For example, liquidity risk may be magnified in rising interest rate environments due to higher than normal redemption rates. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.
Market Risk
Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in certain instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for some borrowers to obtain financing on attractive terms, if at all. In some cases, traditional market participants have been less willing to make a market in some types of debt instruments, which has affected the liquidity of those instruments. During times of market turmoil, investors tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise and the yields to decline. Reduced liquidity in fixed income and credit markets may negatively affect many issuers worldwide. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibility that conditions in one country or region might adversely impact issuers in a different country or region. A rise in protectionist trade policies, slowing global economic growth, risks associated with the United Kingdom's vote to leave the EU, the risk of a trade dispute between the United States and China, and the possibility of changes to some international trade agreements, could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the present time.
In response to the financial crisis, the U.S. and other governments, the Federal Reserve, and certain foreign central banks have taken steps to support financial markets. In some countries where economic conditions are recovering, they are nevertheless perceived as still fragile. Withdrawal of government support, failure of efforts in response to the crisis, or investor perception that such efforts are not succeeding, could adversely impact the value and liquidity of certain securities. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations, including changes in tax laws. The impact of new financial regulation legislation on the markets and the practical implications for market participants may not be fully known for some time. Regulatory changes are causing some financial services companies to exit long-standing lines of business, resulting in dislocations for other market participants.
In addition, political and governmental events within the U.S. and abroad, such as the U.S. government's inability at times to agree on a long-term budget and deficit reduction plan, the threat of a federal government shutdown and threats not to increase the federal government's debt limit, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The U.S. government has reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. Markets may react strongly to expectations about the changes in these policies, which could increase volatility, especially if the market's expectations for changes in government policies are not borne out.
Changes in market conditions will not have the same impact on all types of securities. Interest rates have been unusually low in recent years in the U.S. and abroad. Because there is little precedent for this situation, it is difficult to predict the impact of a significant rate increase on various markets. For example, because investors may buy securities or other investments with borrowed money, a significant increase in interest rates may cause a decline in the markets for those investments. Regulators have expressed concern that rate increases may cause investors to sell fixed income securities faster than the market can absorb them, contributing to price volatility. In addition, there is a risk that the prices of goods and services in the U.S. and many foreign economies may decline over time, known as deflation (the opposite of inflation). Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country's economy slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.
The precise timing and the resulting impact of the United Kingdom's departure from the EU, commonly referred to as "Brexit," are not yet known. The effect on the United Kingdom's economy will likely depend on the nature of trade relations with the EU and other major economies following its exit, which are matters to be negotiated. The outcomes may cause increased volatility and have a significant adverse impact on world financial markets, other international trade agreements, and the United Kingdom and European economies, as well as the broader global economy for some time, which could significantly adversely affect the value of the Fund's investments in the United Kingdom and Europe.
Market Timing Risk
Because the Fund invests in foreign securities, or has exposure to foreign securities through the derivatives it holds, it is particularly subject to the risk of market timing activities. Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including (i) the dilution of the Fund's NAV, (ii) an increase in the Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Because of specific securities in which the Fund may invest, it could be subject to the risk of market timing activities by shareholders. Some examples of these types of securities are high yield and foreign securities. The limited trading activity of some high yield securities may result in market prices that do not reflect the true market value of these securities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, which is typically prior to the Fund's calculation of its NAV. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value high yield and foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the NAV of the Fund's shares. While the Manager monitors trading in the Fund, there is no guarantee that it can detect all market timing activities.
Mid-Capitalization Companies Risk
Investments in mid-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger, more established companies. Mid-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and
18 |
Prospectus – Additional Information About the Fund |
managerial and financial resources than larger, more established companies. As a result, performance can be more volatile and they may face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, mid-capitalization companies may have less market liquidity than large capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings.
Other Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will indirectly bear the fees and expenses, including, for example, advisory and administrative fees, charged by those investment companies in addition to the Fund's direct fees and expenses. The Fund must rely on the investment company in which it invests to achieve its investment objective. If the investment company fails to achieve its investment objective, the value of the Fund's investment may decline, adversely affecting the Fund's performance. To the extent the Fund invests in other investment companies that invest in equity securities, fixed income securities and/or foreign securities, or that track an index, the Fund is subject to the risks associated with the underlying investments held by the investment company or the index fluctuations to which the investment company is subject. The Fund will be subject to the risks associated with investments in those companies, including but not limited to the following:
BDCs. Business development companies ("BDCs") generally invest in small developing companies, private companies, and thinly traded securities of public companies. Many debt instruments in which a BDC may invest may not be rated by a credit rating agency and may be below investment grade quality. The Fund's investments in BDCs may be subject to certain additional risks, including competition for limited investment opportunities, the liquidity of a BDC's investments, uncertainty as to the value of a BDC's investments, risks associated with access to capital and leverage, and reliance on the management of a BDC.
ETFs. ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF's shares may trade at a discount or premium to its NAV; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. An ETF that tracks an index may not precisely replicate the returns of its benchmark index. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their NAV and may not be liquid. ETFs have expenses associated with their operation, typically including advisory fees.
Money Market Funds. Investments in money market funds are subject to interest rate risk, credit risk, and market risk.
Pay-In-Kind Securities Risk
Pay-in-kind securities are debt securities that do not make regular cash interest payments. Pay-in-kind securities pay interest through the issuance of additional securities. Because these securities do not pay current cash income, their prices can be volatile when interest rates fluctuate. If an issuer of pay-in-kind securities defaults, the Fund may lose its entire investment. Federal income tax law requires a holder of pay-in-kind securities to include in gross income each taxable year the portion of the non-cash income on those securities (i.e., the additional securities issued as interest thereon) accrued during that year. In order to continue to qualify for treatment as a "regulated investment company" under the Internal Revenue Code, and avoid federal excise tax, the Fund may be required to distribute a portion of such non-cash income and may be required to dispose of other portfolio securities (which may occur in periods of adverse market prices) in order to generate cash to meet these distribution requirements.
Redemption Risk
The Fund may experience periods of heavy redemptions that could cause the Fund to sell assets at inopportune times or at a loss or depressed value. Redemption risk is greater to the extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons, or have unpredictable cash flow needs. A general rise in interest rates has the potential to cause investors to move out of fixed income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed income securities. This, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed income securities, may result in decreased liquidity and increased volatility in the fixed income markets, and heightened redemption risk. Additionally, during periods of heavy redemptions, the Fund may borrow funds through the Fund's interfund credit facility, which may increase costs and heighten the Fund's redemption risk. Heavy redemptions, whether by a few large investors or many smaller investors, could hurt the Fund's performance. This risk is heightened if the Fund invests in emerging market securities, which are generally less liquid than the securities of U.S. and other developed markets. The sale of assets to meet redemption requests may create net capital gains or losses, which could cause the Fund to have to distribute substantial capital gains.
Sector Risk
Sector risk is the risk associated with the Fund holding a significant amount of investments in similar businesses, which would be similarly affected by particular economic or market events that may, in certain circumstances, cause the value of the equity and debt securities of companies in a particular sector of the market to change. To the extent the Fund has substantial holdings within a particular sector, the risks to the Fund associated with that sector increase. In addition, when the Fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector performance and could fluctuate more widely than if the Fund were invested more evenly across sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The businesses that constitute a sector may all react the same way to economic, political or regulatory events. The Fund's performance could also be affected if the sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors may adversely affect performance.
Financial Sector Risk. Financial services companies are subject to extensive governmental regulation, which may limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the scope of their activities, the prices they can charge and the amount of capital they must maintain. Profitability is largely dependent on the availability and cost of capital funds and can fluctuate significantly when interest rates change or due to increased competition. In addition, deterioration of the credit markets generally may cause an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Certain events in the financial sector may cause an unusually high degree of volatility in the financial markets, both domestic and foreign, and cause certain financial services companies to incur large losses. Securities of financial services companies may experience a dramatic decline in value when such companies experience substantial declines in the valuations of their assets, take action to raise capital (such as the issuance of debt or equity securities), or cease operations. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition. Adverse economic, business or political developments could adversely affect financial institutions engaged in mortgage finance or other lending or investing activities directly or indirectly connected to the value of real estate.
Securities Selection Risk
Securities selected by the sub-advisor for the Fund may decline substantially in value or may not perform to expectations. The portfolio managers' judgments about the attractiveness, value and anticipated price movements of a particular asset class or individual security may be incorrect, and there is no guarantee
Prospectus – Additional Information About the Fund |
19 |
that individual securities will perform as anticipated. The value of an individual security can be more or less volatile than the market as a whole or the Fund's relative value approach may fail to produce the intended results. The portfolio managers' assessment of relative value may be wrong or even if the assessment of relative value is correct, it may take a long period of time before the price and intrinsic value converge. It may not be possible to predict, or to hedge against, a widening in the yield spread of the securities selected by the sub-advisor. This could result in the Fund's underperformance compared to other funds with similar investment objectives.
The prices of the instruments to be traded by the Fund have been subject to periods of excessive volatility in the past and such periods can be expected to recur. Price movements are influenced by many unpredictable factors, such as market sentiment, significant changes in inflation rates, interest rates, commodities, credit spreads, currencies and general economic and political conditions. Volatility can disrupt historical or theoretical pricing relationships, causing what should otherwise be comparatively low risk positions to incur losses. On the other hand, the lack of volatility can also result in losses for many of the Fund's strategies that are effectively "long" volatility. In periods of trendless and/or stagnant markets, the Fund's strategies may have materially diminished prospects for profitability. The majority of the investment strategies that are employed by the Fund rely for their profitability on market volatility contributing to the pricing inefficiencies that they are designed to identify.
Segregated Assets Risk
In connection with certain transactions that may give rise to future payment obligations, the Fund may be required to maintain a segregated amount of, or otherwise earmark, cash or liquid securities to cover the position. Segregated or earmarked securities cannot be sold while the position or transaction they are covering is outstanding, unless they are replaced with other securities of equal value. There is the possibility that the segregation or earmarking of a large percentage of the Fund's assets may, in some circumstances, limit the Fund's ability to take advantage of investment opportunities or meet redemption requests. In addition, the need to maintain cash or other liquid securities in segregated accounts could limit the Fund's ability to pursue other opportunities as they arise.
Short Position Risk
The Fund's short positions are speculative transactions and are subject to special risks. A short sale is effected by selling a security that the Fund does not own, or selling a security that the Fund owns but that it does not deliver upon consummation of the sale. In order to make delivery to the buyer of a security sold short, the Fund must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The Fund must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. Unless the Fund then owns or has the right to obtain, without payment, securities identical to those sold short, this obligation must be collateralized by a deposit of cash or marketable securities with the lender. Short selling is subject to a theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the short position is closed out. The Fund may enter into a short position through a forward commitment, a futures contract, an option, or a swap agreement. If the price of the security or derivative has increased during the time the Fund holds the short position, then the Fund will incur a loss equal to the increase in price from the time that the short position was entered into plus any premiums and interest paid to the third party. Therefore, short positions involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. The Fund's losses are potentially unlimited in a short position because the price appreciation of the security that the Fund is required to purchase is unlimited. There can be no assurance that the securities necessary to cover the short position will be available for purchase by the Fund. In addition, purchasing securities to close out the short position can itself cause the price of the relevant securities to rise further, thereby increasing any loss incurred by the Fund. Furthermore, the Fund may be forced to close out a short position prematurely if a counterparty from which the Fund borrowed securities demands their return, resulting in a loss on what might otherwise have been a profitable position. Short positions also include greater reliance on the sub-advisor's ability to accurately anticipate the future value of a security or instrument. In addition, because the Fund may invest the proceeds of a short sale, the Fund may be subject to the effect of leverage, in that short selling amplifies changes in the Fund's NAV since it increases the exposure of the Fund to the market and may increase losses and the volatility of returns. If such instruments are traded over-the-counter, there is the risk that the counterparty may fail to honor its contract terms, causing a loss to the Fund.
Small-Capitalization Companies Risk
Investments in small-capitalization companies generally involve greater risks and the possibility of greater price volatility than investments in larger-capitalization and more established companies. Small-capitalization companies often have narrower commercial markets and more limited operating history, product lines, and managerial and financial resources than larger, more established companies. As a result, performance of small-capitalization companies can be more volatile and these companies may face greater risk of business failure, which could increase the volatility of the Fund's portfolio. Generally, the smaller the company size, the greater these risks. Additionally, small-capitalization companies may have less market liquidity than larger capitalization companies, and they can be sensitive to changes in interest rates, borrowing costs and earnings. Generally, the smaller the company size, the greater these risks.
Trust Preferred Securities Risk
Trust preferred securities are subject to market risk, interest rate risk and credit risk. Holders of the trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities prices fluctuate for several reasons, including changes in the financial condition of an issuer, investors' perception of the financial condition of an issuer, or the general economic condition of the market for trust preferred securities. In addition, trust preferred securities may be thinly traded and the Fund may not be able to dispose of them at a favorable price. Trust preferred securities may be issued in reliance on Rule 144A under the Securities Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as the Fund, to sell their holdings.
Unrated Securities Risk
Because the Fund may purchase securities that are not rated by any rating organization, the sub-advisor, after assessing their credit quality, may internally assign ratings to certain of those securities, in categories of those similar to those of rating organizations. Investing in unrated securities involves the risk that the sub-advisor may not accurately evaluate the security's comparative credit rating. To the extent that the Fund invests in unrated securities, the Fund's success in achieving its investment objective may depend more heavily on the sub-advisor's credit analysis than if the Fund invested exclusively in rated securities. Less public information is typically available about unrated securities or issuers. Some unrated securities may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. Unrated securities may also be subject to greater liquidity risk and price volatility.
Variable and Floating Rate Securities Risk
The coupons on variable and floating rate securities in which the Fund may invest are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate such as a money-market index, LIBOR or a Treasury bill rate. Variable and floating rate
20 |
Prospectus – Additional Information About the Fund |
securities are subject to interest rate risk and may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation, or for other reasons. As short-term interest rates decline, the coupons on variable and floating rate securities typically should decrease. Alternatively, during periods of rising interest rates, changes in the coupons of variable and floating rate securities may lag behind changes in market rates or may have limits on the maximum increases in the coupon rates. The value of variable and floating rate securities may decline if their coupons do not rise as much, or as quickly, as interest rates in general. Conversely, variable and floating rate securities will not generally increase in value if interest rates decline. Variable and floating rate securities are less effective than fixed rate securities at locking in a particular yield and may be subject to credit risk. Certain types of floating rate instruments may also be subject to greater liquidity risk than other debt securities.
Zero Coupon Securities Risk
Zero coupon securities are securities that do not make periodic interest payments. Accordingly, zero coupon securities usually trade at a deep discount from their face or par value and will be subject to greater fluctuations in market value in response to changing interest rates than debt obligations of comparable maturities that make current distribution of interest in cash. There is a risk that zero-coupon securities may not keep pace with inflation. In addition, the market value of zero coupon securities may respond to changes in interest rates to a greater degree, and may be more volatile than, other fixed income securities with similar maturities and credit quality.
Additional Information About Performance Benchmarks
The Fund's annual total return is compared to the ICE BofAML 3-Month U.S. Treasury Bill Index. The benchmark index of the Fund's predecessor was the FTSE 3-Month T-Bill Index. Set forth below is additional information regarding these indices.
ICE BofAML 3-Month U.S. Treasury Bill Index is an index of U.S. Treasury securities maturing in less than 3 months that assumes reinvestment of all income and is intended to track the daily performance of 3 month U.S. Treasury bills.
FTSE 3-Month U.S. T-Bill Index is an index intended to track the daily performance of 3 month U.S. Treasury bills.
Notices Regarding Index Data
Certain indices and index data included as a data reference are the property of ICE Data Indices, LLC ("ICE DATA") and used under license. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING with regard to THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM. NEITHER ICE DATA, nor ITS AFFILIATES OR THEIR RESPECTIVE THIRD PARTY PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY WITH RESPECT TO THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDICES OR THE INDEX DATA OR ANY COMPONENT THEREOF. THE INDICES AND INDEX DATA AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE IS AT YOUR OWN RISK. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY SUPPLIERS DO NOT SPONSOR, ENDORSE, OR RECOMMEND AMERICAN BEACON FUNDS, OR ANY OF ITS PRODUCTS OR SERVICES.
Source: FTSE International Limited ("FTSE")© FTSE 2018. FTSE® is a trade mark of London Stock Exchange Plc and The Financial Times Limited and is used by FTSE Indices and/or FTSE ratings vest in FTSE and/or its licensors accept any liability for any errors or omissions in the FTSE Indices and/or FTSE ratings or underlying data. No further distribution of FTSE Data is permitted without FTSE's express written consent.
Fund Management
The Manager
AMERICAN BEACON ADVISORS, INC. (the "Manager") serves as the Manager and administrator of the Fund(s). The Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039, is an indirect wholly-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P.
The Manager was organized in 1986 to provide investment management, advisory, and administrative services. The Manager is registered as an investment adviser under the Advisers Act. The Manager is not registered as a CPO with respect to the Fund in reliance on the delayed compliance date provided by No-Action Letter 12-38 of the Division of Swaps Dealer and Intermediary Oversight ("Division") of the CFTC. Pursuant to this letter, the Manager is not required to register as a CPO, or rely on an exemption from registration, until six months from the date the Division issues revised guidance on the application of the calculation of the de minimis thresholds in the context of the CPO exclusion in CFTC Regulation 4.5. In addition, on behalf of the Fund, the Manager has also filed a notice claiming the CFTC Regulation 4.5 exclusion from CPO registration. The Manager is also exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund.
The Fund's management agreement with the Manager (the "Management Agreement") provides for the Fund to pay the Manager an annualized management fee based on a percentage of the 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% |
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays 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. The SEC has granted exemptive relief that permits the 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.
As of the date of this Prospectus, the Fund does not intend to engage in securities lending activities.
A discussion of the Board's consideration and approval of the Management Agreement between the Fund and the Manager and the Investment Advisory Agreement among the Trust, on behalf of the Fund, the sub-advisor and the Manager is available in the Fund's Annual Report for the fiscal year ended June 30, 2019.
The Manager has contractually agreed to waive fees and/or reimburse expenses of the following share classes to the extent that Total Annual Fund Operating Expenses exceed a percentage of that class' average daily net assets (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses) through October 28, 2021 as follows:
Prospectus – Fund Management |
21 |
Contractual Expense Limitations
American Beacon Fund |
Y Class |
Institutional Class |
Investor Class |
American Beacon SSI Alternative Income Fund |
1.56% |
1.49% |
1.81% |
The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Fund. The Board has approved a policy whereby the Manager may seek repayment 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 Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of recoupment. Please refer to the "Fund Summary— Fees and Expenses of the Fund" section for additional information.
The Sub-Advisor
Set forth below is a brief description of the sub-advisor and the portfolio managers with joint and primary responsibility for the day-to-day management of the Fund. The Fund's SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Fund they manage and their compensation.
SSI Investment Management LLC ("SSI"), 9440 Santa Monica Boulevard, 8th Floor, Beverly Hills, CA 90210, is a registered investment advisor and serves as the sub-advisor to the Fund. SSI is a Delaware limited liability company, and the successor to SSI Investment Management Inc., which registered with the SEC as an investment adviser in January 1975. As of September 30, 2019, SSI had approximately $1.9 billion of total assets under management. On June 1, 2019, SSI became an indirect majority-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P.
The Investment Advisory Agreement among the Trust, on behalf of the Fund, the Manager and the sub-advisor provides for the Fund to pay the sub-advisor an annualized investment advisory fee based on a percentage of the Fund's average daily net assets that is calculated and accrued daily according to the following schedule:
American Beacon SSI Alternative Income Fund |
|
First $300 million |
0.95% |
Over $300 million |
0.85% |
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund's portfolio.
George M. Douglas is the Portfolio Manager, Chief Investment Officer and Managing Principal of SSI and has been Portfolio Manager, Chief Investment Officer and Principal of SSI and its predecessor company since 1994 and oversees SSI's qualitative and quantitative research processes. Mr. Douglas has 42 years of experience in quantitative equity research and portfolio management. Prior to joining SSI, Mr. Douglas was Director of Quantitative Equity Investments and Portfolio Manager for CS First Boston Asset Management from 1992 to 1994. From 1990 to 1992, Mr. Douglas was Chief Investment Officer for Structured Asset Management, and from 1980 to 1990, Mr. Douglas was Senior Vice President and Director of Quantitative Research for Drexel Burnham Lambert. Mr. Douglas received an M.B.A., Finance in 1978, an M.S., Statistics in 1977 and a B.S., Mathematics in 1976 from the University of Wisconsin-Madison.
Alexander W. Volz has been a Portfolio Manager and Convertible Trader of SSI and its predecessor company since 2006 and was a Vice President and Convertible Trader for SSI from 2002 to 2006. Mr. Volz has 23 years of experience in portfolio management and/or convertible securities trading. Prior to joining SSI, Mr. Volz was a Convertible Trader for Southern Trading Partners and Wachovia Securities from 1997 to 2002. Mr. Volz received a B.A., Economics from Vanderbilt University in 1996.
Dagney M. Hollander has been a Portfolio Manager of the Hedged Convertible Opportunity Strategy for SSI and its predecessor company since 2012 and a Portfolio Manager of the Convertible Income Strategy for SSI since 2013. Ms. Hollander has 18 years of experience in portfolio management industry. Ms. Hollander has been a Senior Research Analyst since 2007, and was a Research Analyst from 2006 to 2007 for SSI. From 2002 to 2006, Ms. Hollander was a Convertible Trading Assistant for SSI. Ms. Hollander graduated with a BS in Finance, summa cum laude, from California State University, Northridge in 2001.
Valuation of Shares
The price of the Fund's shares is based on its NAV. The Fund's NAV per share is computed by adding total assets, subtracting all of the Fund's liabilities, and dividing the result by the total number of shares outstanding.
The NAV per share of each class of the Fund's shares is determined based on a pro rata allocation of the Fund's investment income, expenses and total capital gains and losses. The Fund's NAV per share is determined each business day as of the regular close of trading on the NYSE, which is typically 4:00 p.m. Eastern Time. However, if trading on the NYSE closes at a time other than 4:00 p.m. Eastern Time, the Fund's NAV per share typically would still be determined as of the regular close of trading on the NYSE. The Fund does not price its shares on days that the NYSE is closed. Foreign exchanges may permit trading in foreign securities on days when the Fund is not open for business, which may result in the value of the Fund's portfolio investments being affected at a time when you are unable to buy or sell shares.
Equity securities and certain derivative instruments that are traded on an exchange are valued based on market value. Certain derivative instruments (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. The price of debt securities generally is determined using pricing services or quotes obtained from broker/dealers who may consider a number of inputs and factors, such as comparable characteristics, yield curve, credit spreads, estimated default rates, coupon rates, underlying collateral and estimated cash flow. Investments in other mutual funds are valued at the closing NAV per share of the mutual funds on the day of valuation. Equity securities, including shares of closed-end funds and ETFs, are valued at the last sale price or official closing price.
The valuation of securities traded on foreign markets and certain fixed income securities will generally be based on prices determined as of the earlier closing time of the markets on which they primarily trade, unless a significant event has occurred. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. Eastern Time.
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board of Trustees, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when: (i) trading for a security is restricted or stopped; (ii) a security's trading market is closed (other than customary closings); or (iii) a security has been
22 |
Prospectus – Fund Management |
de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security's true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by the Fund occurs after the close of a related exchange but before the determination of the Fund's NAV per share, fair value pricing may be used on the affected security or securities. Securities of small capitalization companies are also more likely to require a fair value determination using these procedures because they are more thinly traded and less liquid than the securities of larger capitalization companies. The Fund may fair value securities as a result of significant events occurring after the close of the foreign markets in which it invests. In addition, the Fund may invest in illiquid securities requiring these procedures.
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Fund's fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Fund's fair valuation procedures. You may view the Fund's most recent NAV per share at www.americanbeaconfunds.com by clicking on ‘‘Quick Links'' and then ‘‘Daily NAVs.''
About Your Investment
Choosing Your Share Class
The Fund offers various classes of shares. Each share class of the Fund represents an investment in the same portfolio of securities for the Fund, but each class has its own expense structure and combination of purchase restrictions and ongoing fees, allowing you to choose the class that best fits your situation.
Factors you should consider when choosing a class of shares include:
How long you expect to own the shares;
How much you intend to invest;
Total expenses associated with owning shares of each class;
Whether you plan to take any distributions in the near future; and
Availability of share classes.
Each investor's financial considerations are different. You should speak with your financial adviser to help you decide which share class is best for you.
Purchase and Redemption of Shares
Eligibility
The Y Class, Institutional Class, and Investor Class shares offered in this Prospectus are available to eligible investors who meet the minimum initial investment. American Beacon Funds do not accept accounts registered to foreign individuals or entities, including foreign correspondent accounts. The Fund does not conduct operations and is not offered for purchase outside of the United States.
Subject to your eligibility, you may invest in the Fund directly or through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans.
If you invest directly with the Fund, the fees and policies with respect to the Fund's shares that are outlined in this Prospectus are set by the Fund. The Manager and the Fund are not responsible for determining the suitability of the Fund or a share class for any investor.
If you invest through a financial intermediary, most of the information you will need for managing your investment will come from your financial intermediary. This includes information on how to buy, sell and exchange shares of the Fund. If you establish an account through a financial intermediary, the investment minimums described in this section may not apply. Investors investing in the Fund through a financial intermediary should consult with their financial intermediary to ensure they obtain all information regarding the differences between available share classes. Your broker-dealer or financial intermediary also may charge fees that are in addition to those described in this Prospectus. Please contact your intermediary for information regarding investment minimums, how to purchase and redeem shares and applicable fees.
Minimum Investment Amount by Share Class
|
New Account |
Existing Account |
|
Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Investor Class shares are also available to traditional IRA or Roth IRA shareholders investing directly in the Fund. The minimum investment is $2,500. A traditional IRA or Roth IRA invested directly will be charged an annual maintenance fee of $15.00 by the Custodian.
The Manager may allow a reasonable period of time after opening an account for a Y Class or Institutional Class investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial advisors who make investments for a group of clients, the minimum initial investment can be met through aggregated purchase orders for more than one client.
Opening an Account
You may open an account through your broker-dealer or other financial intermediary. Please contact your financial intermediary for more information on how to open an account. Shares you purchase through your broker-dealer will normally be held in your account with that firm.
To open an account directly with the Fund, a completed, signed application is required. You may obtain an account application from the Fund's website www.americanbeaconfunds.com or by calling 1-800-658-5811. Institutional shareholders should call 1-800-967-9009.
Complete the application, sign it and send it:
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Regular Mail to:
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For Overnight Delivery:
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To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, you will be asked for information that will allow the Fund or your financial institution to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, and taxpayer identification numbers on the account or other documentation. The Fund is required by law to reject your new account application if the required identifying information is not provided.
The Fund reserves the right to liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Fund or a financial institution is unable to verify the shareholder's identity within three days of account opening.
Purchase Policies
Shares of the Fund are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the NYSE (whichever comes first) on each day on which the NYSE is open for business. If a purchase order is received by the Fund in good order prior to the Fund's deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business. Shares of the Fund will only be issued against full payment, as described more fully in this Prospectus and SAI.
The Fund has authorized certain third-party financial intermediaries, such as broker-dealers, insurance companies, third-party administrators and trust companies, to receive purchase and redemption orders on behalf of the Fund and to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund. The Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund's next determined NAV per share after receipt by the financial intermediary or its designee. It is the responsibility of your broker-dealer or financial intermediary to transmit orders that will be received by the Fund in proper form and in a timely manner. The Fund is not responsible for the failure of a broker-dealer or financial intermediary to transmit a purchase order in proper form and in a timely manner.
Fund shares may be purchased only in U.S. States and Territories in which they can be legally sold. Prospective investors should inquire as to whether shares of the Fund are available for offer and sale in their jurisdiction. The Fund reserves the right to refuse purchases if, in the judgment of the Fund, the transaction would adversely affect the Fund and its shareholders. The Fund has the right to reject any purchase order or cease offering any or all classes of shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Fund will not accept ‘‘starter'' checks, credit card checks, money orders, cashier's checks, or third-party checks.
If your payment is not received and collected, your purchase may be cancelled and you could be liable for any losses or fees the Fund or the Manager has incurred. Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted or canceled and the monies may be withheld.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Redemption Policies
If you purchased shares of the Fund through your financial intermediary, please contact your broker-dealer or other financial intermediary to sell shares of the Fund.
The redemption price will be the NAV per share next determined after a redemption request is received in good order. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first).
Wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first) generally are transmitted to shareholders on the next day the Fund is open for business. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check or pre-authorized automatic investment may be delayed until the funds have cleared, which may take up to ten days.
The Fund reserves the right to suspend redemptions or postpone the date of payment for more than seven days (i) when the NYSE is closed (other than for customary weekend and holiday closings); (ii) when trading on the NYSE is restricted; (iii) when the SEC determines that an emergency exists so that disposal of the Fund's investments or determination of its NAV per share is not reasonably practicable; or (iv) by order of the SEC for protection of the Fund's shareholders.
Although the Fund intends to redeem shares by paying out available cash, cash generated by selling portfolio holdings (including cash equivalent portfolio holdings), or funds borrowed through the Fund's interfund credit facility, in stressed market conditions and other appropriate circumstances, the Fund reserves the right to pay the redemption price in whole or in part by borrowing funds from external parties or distributing securities or other assets held by the Fund. To the extent that the 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.
Please refer to the section titled ‘‘Frequent Trading and Market Timing'' for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Exchange Policies
If you purchased shares of the Fund through your financial intermediary, please contact your financial intermediary to determine if you may take advantage of the exchange policies described in this section and for its policies to effect an exchange.
Shares of any class of the Fund may be exchanged for shares of the same class of another American Beacon Fund under certain limited circumstances. Since an exchange involves a concurrent redemption and purchase, please review the sections titled ''Redemption Policies'' and ''Purchase Policies'' for additional
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Prospectus – About Your Investment |
limitations that apply to redemptions and purchases. If Fund shares were purchased by check, a shareholder must have owned those shares for at least ten days prior to exchanging out of the Fund and into another fund.
The eligibility and minimum investment requirement must be met for the class into which the shareholder is exchanging. Fund shares may be acquired through exchange only in U.S. states and Territories in which they can be legally sold. The Fund reserves the right to charge a fee and to modify or terminate the exchange privilege at any time. The Fund reserves the right to refuse exchange requests if, in the judgment of the Fund, the transaction would adversely affect the Fund and its shareholders. Please refer to the section titled "Frequent Trading and Market Timing" for information on the Fund's policies regarding frequent purchases, redemptions, and exchanges.
Shares of any class of the Fund may be converted to shares of another class of the Fund under certain limited circumstances. For federal income tax purposes, the conversion of shares of one share class of the Fund to shares of a different share class of the Fund will not result in the realization of a capital gain or loss. However, an exchange of shares of the Fund for shares of a different American Beacon Fund generally is considered a redemption and a concurrent purchase, respectively, and thus may result in the realization of capital gain or loss for those purposes.
How to Purchase, Redeem or Exchange Shares
If your account is through a broker-dealer or other financial intermediary, please contact them directly to purchase, redeem or exchange shares of the Fund. Your broker-dealer or financial intermediary can help you open a new account, review your financial needs and formulate long-term investment goals and objectives. Your broker-dealer or financial intermediary will transmit your request to the Fund and may charge you a fee for this service. Dealers, other financial intermediaries or fiduciaries purchasing shares for their customers are responsible for determining the suitability of a particular share class for an investor. You should include the following information with any order:
Your name/account registration
Your account number
Type of transaction requested
Fund name(s) and fund numbers
Dollar amount or number of shares
Transactions for direct shareholders are conducted through:
Internet |
www.americanbeaconfunds.com |
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Phone |
To reach an American Beacon representative call 1-800-658-5811, option 1
Through the Automated Voice Response Service call 1-800-658-5811, option 2 (Investor Class Only)
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American Beacon Funds
PO Box 219643
Kansas City, MO 64121-9643
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Overnight Delivery:
American Beacon Funds
c/o DST Asset Manager Solutions, Inc.
330 West 9th Street
Kansas City, MO 64105
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Purchases by Wire:
Send a bank wire to State Street Bank and Trust Co. with these instructions:
ABA# 0110-0002-8; AC-9905-342-3,
Attn: American Beacon Funds
the fund name and fund number, and
shareholder account number and registration.
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New Account |
Existing Account |
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Share Class |
Minimum Initial Investment Amount |
Purchase/Redemption Minimum by Check/ACH/Exchange |
Purchase/Redemption Minimum by Wire |
Investor |
$2,500 |
$50 |
$250 |
Y |
$100,000 |
$50 |
None |
Institutional |
$250,000 |
$50 |
None |
Redemption proceeds will be mailed to the account of record or transmitted to commercial bank designated on the account application form.
Supporting documents may be required for redemptions by estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Redemption requests must also include authorized signature(s) of all persons required to sign for the account. Call 1-800-658-5811 for instructions.
To protect the Fund and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
for an account whose address has changed within the last 30 days if proceeds are sent by check.
The Fund only accepts STAMP 2000 Medallion signature guarantees, which may be obtained at participating banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
Payments to Financial Intermediaries
For certain share classes, the Fund and/or the Manager (and/or the Manager's affiliates), at their own expense, may pay compensation to financial intermediaries for shareholder-related services and, if applicable, distribution-related services, including administrative, sub-transfer agency type, recordkeeping and shareholder communication services. For example, compensation may be paid to make Fund shares available to sales representatives and/
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or customers of a fund supermarket platform or similar program sponsor or for services provided in connection with such fund supermarket platforms and programs.
The amount of compensation paid to different financial intermediaries may differ. The compensation paid to a financial intermediary may be based on a variety of factors, including average assets under management in accounts distributed and/or serviced by the financial intermediary, gross sales by the financial intermediary and/or the number of accounts serviced by the financial intermediary that invest in the Fund. To the extent that the Fund pays any such compensation, it is designed to compensate the financial intermediary for providing services that would otherwise be provided by the Manager, the Fund or its transfer agent. To the extent the Manager or its affiliates pay such compensation, it would likely include amounts from that party's own resources and constitute what is sometimes referred to as ‘‘revenue sharing.''
Compensation received by a financial intermediary from the Fund, the Manager or an affiliate of the Manager may include payments for marketing and/or training expenses incurred by the financial intermediary, including expenses incurred by the financial intermediary in educating (itself and) its salespersons with respect to Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars regarding the Fund, including travel and lodging expenses. It may also cover costs incurred by financial intermediaries in connection with their efforts to sell Fund shares, including costs incurred compensating (registered) sales representatives and preparing, printing and distributing sales literature.
Any compensation received by a financial intermediary, whether from the Fund or the Manager and/or its affiliates, and the prospect of receiving it may provide the financial intermediary with an incentive to recommend the shares of the Fund, or a certain class of shares of the Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate the prominence of the Fund within its organization by, for example, placing it on a list of preferred funds. You can contact your financial intermediary for details about any such payments it receives from the Manager, its affiliates and/or the Fund, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Prospectus.
Additional Payments with Respect to Y Class Shares
Y Class shares may also be available on brokerage platforms of firms that have agreements with the Fund's distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Y Class shares in these programs may be required to pay a commission and/or other forms of compensation to the broker. Shares of the Fund are available in other share classes that have different fees and expenses.
General Policies
If a shareholder's account balance falls below the following minimum levels, the shareholder may be asked to increase the balance.
Share Class |
Account Balance |
Investor |
$ 2,500 |
Y |
$25,000 |
Institutional |
$75,000 |
If the account balance remains below the applicable minimum account balance after 45 days, the Fund reserves the right to close the account and send the proceeds to the shareholder. The Fund reserves the authority to modify minimum account balances in its discretion.
A SVP stamp or notary stamp may be required in order to change an account's registration or banking instructions. You may obtain an SVP stamp at participating banks, broker-dealers and credit unions, but not from a notary public. The SVP stamp is analogous to the STAMP 2000 Medallion guarantee in that it is provided at similar institutions. However, it is used only for non-financial transactions.
The following policies apply to instructions you may provide to the Fund by telephone:
The Fund, its officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
The Fund employs procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
The Fund reserves the right to:
liquidate a shareholder's account at the current day's NAV per share and remit proceeds via check if the Fund or a financial institution are unable to verify the shareholder's identity within three business days of account opening,
seek reimbursement from the shareholder for any related loss incurred by the Fund if payment for the purchase of Fund shares by check does not clear the shareholder's bank, and
reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by the Fund if funds are not received by the applicable wire deadline.
Escheatment
Please be advised that certain state escheatment laws may require the Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property unless you contact the Fund. Many states have added ‘‘inactivity'' or the absence of customer-initiated contact as a component of their rules and guidelines for the escheatment of unclaimed property. These states consider property to be abandoned when there is no shareholder-initiated activity on an account for at least three (3) to five (5) years.
Depending on the laws in your jurisdiction, customer-initiated contact might be achieved by one of the following methods:
Send a letter to American Beacon Funds via the United States Post Office,
Speak to a Customer Service Representative on the phone after you go through a security verification process. For residents of certain states, contact cannot be made by phone but must be in writing or through the Fund's secure web application,
Access your account through the Fund's secure web application,
Cashing checks that are received and are made payable to the owner of the account.
The Fund, the Manager, and the Transfer Agent will not be liable to shareholders or their representatives for good faith compliance with escheatment laws. To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer's and/or Controller's Offices. If you do
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Prospectus – About Your Investment |
not hold your shares directly with the Fund, you should contact your broker-dealer, retirement plan, or other third-party intermediary regarding applicable state escheatment laws.
Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder's account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder's location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. The completed designation form may be mailed to the below address.
Contact information:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
1-800-658-5811
www.americanbeaconfunds.com
Frequent Trading and Market Timing
Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including: (i) the dilution of the Fund's NAV per share, (ii) an increase in the Fund's expenses, and (iii) interference with the portfolio manager's ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund's NAV per share is known as market timing.
The Fund's Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing.
Shareholders may transact one ‘‘round trip'' in the Fund in any rolling 90-day period. A ‘‘round trip'' is defined as two transactions, each in an opposite direction. A round trip may involve either (i) a purchase or exchange into the Fund followed by a redemption or exchange out of the Fund or (ii) a redemption or exchange out of the Fund followed by a purchase or exchange into the Fund. If the Manager detects that a shareholder has exceeded one round trip in the Fund in any rolling 90-day period, the Manager, without prior notice to the shareholder, may prohibit the shareholder from making further purchases of the Fund. In general, the Fund reserves the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing, regardless of whether the shareholder's activity violates any policy stated in this Prospectus. Additionally, the Manager may in its discretion, reject any purchase or exchange into the Fund from any individual investor, institutional investor, or group whose trading activity could disrupt the management of the Fund or dilute the value of the Fund's shares, including collective trading (e.g., following the advice of an investment newsletter). Such investors may be barred from future purchases of American Beacon Funds.
The round-trip limit does not apply to the following transaction types:
shares acquired through the reinvestment of dividends and other distributions;
systematic purchases and redemptions;
shares redeemed to return excess IRA contributions; or
certain transactions made within a retirement or employee benefit plan, such as payroll contributions, minimum required distributions, loans, and hardship withdrawals, or other transactions that are initiated by a party other than the plan participant.
Financial intermediaries that offer Fund shares, such as broker-dealers, third party administrators of retirement plans, and trust companies, will be asked to enforce the Fund's policies to discourage frequent trading and market timing by investors. However, certain intermediaries that offer Fund shares have informed the Fund that they are currently unable to enforce the Fund's policies on an automated basis. In those instances, the Manager will monitor trading activity of the intermediary in an attempt to detect patterns of activity that indicate frequent trading or market timing by underlying investors. In some cases, intermediaries that offer Fund shares have their own policies to deter frequent trading and market timing that differ from the Fund's policies. The Fund may defer to an intermediary's policies. For more information, please contact the financial intermediary through which you invest in the Fund.
The Manager monitors trading activity in the Fund to attempt to identify shareholders engaged in frequent trading or market timing. The Manager may exclude transactions below a certain dollar amount from monitoring and may change that dollar amount from time to time. The ability of the Manager to detect frequent trading and market timing activity by investors who own shares through an intermediary is dependent upon the intermediary's provision of information necessary to identify transactions by the underlying investors. The Fund has entered into agreements with the intermediaries that service the Fund's investors, pursuant to which the intermediaries agree to provide information on investor transactions to the Fund and to act on the Fund's instructions to restrict transactions by investors who the Manager has identified as having violated the Fund's policies and procedures to deter frequent trading and market timing.
Wrap programs offered by certain intermediaries may be designated ‘‘Qualified Wrap Programs'' by the Fund based on specific criteria established by the Fund and a certification by the intermediary that the criteria have been met. A Qualified Wrap Program is a wrap program whose sponsoring intermediary: (i) certifies that it has investment discretion over $50 million or more in client assets invested in mutual funds at the time of the certification; (ii) certifies that it directs transactions in accounts participating in the wrap program(s) in concert with changes in a model portfolio; (iii) provides the Manager a description of the wrap program(s); and (iv) managed by an intermediary that agrees to provide the Manager sufficient information to identify individual accounts in the intermediary's wrap program(s). For purposes of applying the round-trip limit, transactions initiated by clients invested in a Qualified Wrap Program will not be matched to transactions initiated by the intermediary sponsoring the Qualified Wrap Program. For example, a client's purchase of the Fund followed within 90 days by the intermediary's redemption of the same Fund would not be considered a round trip. However, transactions initiated by a Qualified Wrap Program client are subject to the round-trip limit and will be matched to determine if the client has exceeded the round-trip limit. In addition, the Manager will monitor transactions initiated by Qualified Wrap Program intermediaries to determine whether any intermediary has engaged in frequent trading or market timing. If the Manager determines that an intermediary has engaged in activity that is harmful to the Fund, the Manager will revoke the intermediary's Qualified Wrap Program status. Upon termination of status as a Qualified Wrap Program, all account transactions will be matched for purposes of testing compliance with the Fund's frequent trading and market timing policies.
The Fund reserves the right to modify the frequent trading and market timing policies and procedures and grant or eliminate waivers to such policies and procedures at any time without advance notice to shareholders. There can be no assurance that the Fund's policies and procedures to deter frequent trading and market timing will have the intended effect or that the Manager will be able to detect frequent trading and market timing.
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Distributions and Taxes
The Fund distributes most or all of its net earnings and realized gains, if any, each taxable year in the form of dividends from net investment income ("dividends") on a semi-annual basis, and distributions of realized net capital gains ("capital gains distributions") and net gains from foreign currency transactions (sometimes referred to below collectively as "other distributions") (and dividends, capital gains distributions, and other distributions are sometimes referred to below collectively as "distributions"). Different tax treatment applies to different types of distributions (as described in the table under "Taxes").
The Fund does not have a fixed dividend rate nor does it guarantee that it will pay any distributions in any particular period. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the services and/or fees applicable to certain classes of shares. Any dividends are paid semi-annually, and capital gains distributions and other distributions are paid annually.
Options for Receiving Dividends and Other Distributions
When you open your Fund account, you can specify on your application how you want to receive distributions. To change that option, you must notify the transfer agent. Unless you instruct otherwise in your account application, distributions payable to you by the Fund will be reinvested in additional shares of the distributing class of the Fund. There are four payment options available:
Reinvest All Distributions. You can elect to reinvest all distributions by the Fund in additional shares of the distributing class of the Fund.
Reinvest Only Some Distributions. You can elect to reinvest some types of distributions by the Fund in additional shares of the distributing class of the Fund while receiving the other types of distributions by the Fund by check or having them sent directly to your bank account by ACH ("in cash").
Receive All Distributions in Cash. You can elect to receive all distributions in cash.
Reinvest Your Distributions in shares of another American Beacon Fund. You can reinvest all of your distributions by the Fund on a particular class of shares in shares of the same class of another American Beacon Fund that is available for exchanges. You must have an existing account in the same share class of the selected fund.
Distributions of Fund income are generally taxable to you regardless of the manner in which received or reinvested.
If you invest directly with the Fund, any election to receive distributions payable by check will only apply to distributions totaling $10.00 or more. Any distribution by the Fund totaling less than $10.00 will be reinvested in shares of the distributing class of the Fund and will not be paid to you by check.
If you elect to receive a distribution by check and the U.S. Postal Service cannot deliver your check, or if your check remains uncashed for at least six months, the Fund reserves the right to reinvest the amount of your check, and to reinvest all subsequent distributions, in shares of the distributing class of the Fund at the NAV per share on the day of the reinvestment. Interest will not accrue on amounts represented by uncashed distribution or redemption checks.
Shareholders investing in the Fund through a financial intermediary should discuss their options for receiving distributions with the intermediary.
Taxes
Fund distributions are taxable to shareholders other than tax-qualified retirement plans and accounts and other tax-exempt investors. However, the portion of the Fund's dividends derived from its investments in U.S. Government obligations, if any, is generally exempt from state and local income taxes. Fund dividends, except those that are "qualified dividend income" (as described below), are subject to federal income tax at the rates for ordinary income contained in the Internal Revenue Code. The following table outlines the typical status of transactions in taxable accounts:
* Whether reinvested or taken in cash.
** Except for dividends that are attributable to ‘‘qualified dividend income,'' if any.
To the extent distributions are attributable to net capital gain that the Fund recognizes they are subject to a 15% maximum federal income tax rate for individual and certain other non-corporate shareholders (each, an ‘‘individual'') (20% for individuals with taxable income exceeding certain thresholds, which are indexed for inflation annually), regardless of how long the shareholder held his or her Fund shares. A portion of the dividends the Fund pays to individuals may be QDI and thus eligible for the preferential rates, mentioned above, that apply to net capital gain. QDI is the aggregate of dividends the Fund receives on shares of most domestic corporations (excluding most distributions from REITs) and certain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions. To be eligible for those rates, a shareholder must meet similar restrictions with respect to his or her Fund shares.
A portion of the dividends the Fund pays may also be eligible for the DRD allowed to corporations, subject to similar holding period and other restrictions, but the eligible portion may not exceed the aggregate dividends the Fund receives from domestic corporations only.
A shareholder may realize a taxable gain or loss when redeeming or exchanging shares. That gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% and 20% tax rates mentioned above.
A shareholder who wants to use an acceptable basis determination method with respect to Fund shares other than the average basis method (the Fund's default method) must elect to do so in writing, which may be electronic. The Fund, or its administrative agent, must report to the Internal Revenue Service and furnish to its shareholders the basis information for dispositions of Fund shares. See "Tax Information" in the SAI for a description of the rules regarding that election and the Fund's reporting obligation.
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Prospectus – About Your Investment |
An individual must pay a 3.8% tax on the lesser of (1) the individual's ‘‘net investment income,'' which generally includes distributions the Fund pays and net gains realized on the redemption or exchange of Fund shares, or (2) the excess of the individual's ‘‘modified adjusted gross income'' over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this tax may have on their investment in Fund shares.
Each year, the Fund's shareholders will receive tax information regarding Fund distributions and dispositions of Fund shares to assist them in preparing their income tax returns.
Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code generally allows individuals and certain other non-corporate entities a deduction for 20% of (1) "qualified REIT dividends" and (2) "qualified publicly traded partnership income" (such as income from MLPs). Recently issued proposed Treasury regulations (having current effect) permit a RIC to pass the character of its qualified REIT dividends through to its shareholders provided certain holding period requirements are met. As a result, a shareholder in the Fund will be eligible to receive the benefit of the same 20% deduction with respect to the Fund's REIT-based dividends as is available to an investor who directly invests in REITs. There currently is no similar pass-through of the 20% deduction with respect to a RIC's qualified publicly traded partnership income.
The foregoing is only a summary of some of the important federal income tax considerations that may affect Fund shareholders, who should consult their tax advisers regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Fund.
Additional Information
The Fund's Board of Trustees oversees generally the operations of the Fund. The Trust enters into contractual arrangements with various parties, including among others, the Fund's manager, sub-advisor(s), custodian, transfer agent, and accountants, who provide services to the Fund. Shareholders are not parties to any such contractual arrangements and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Fund that you should consider in determining whether to purchase Fund shares. Neither this Prospectus nor the SAI is intended, or should be read, to be or create an agreement or contract between the Trust or the Fund and any investor, or to create any rights in any shareholder or other person other than any rights under federal or state law that may not be waived. Nothing in this Prospectus, the SAI or the Fund's reports to shareholders is intended to provide investment advice and should not be construed as investment advice.
Service Plans and Service Fees
The Fund has adopted a shareholder services plan for its Investor Class shares for certain non-distribution shareholder services provided by financial intermediaries. The shareholder services plan authorizes annual payment of up to 0.375% of the average daily net assets attributable to the Investor Class shares. In addition, the Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional Class shares of the Fund.
Portfolio Holdings
A complete list of the Fund's holdings is made available on the Fund's website on a quarterly basis approximately sixty days after the end of each calendar quarter and remains available for six months thereafter. A list of the Fund's ten largest holdings is made available on the Fund's website on a quarterly basis. The ten largest holdings of the Fund are generally posted to the website approximately fifteen days after the end of each calendar quarter and remain available until the next quarter. To access the holdings information, go to www.americanbeaconfunds.com. The Fund's ten largest holdings may also be accessed by selecting the Fund's fact sheet.
A description of the Fund's policies and procedures regarding the disclosure of portfolio holdings is available in the SAI, which you may access on the Fund's website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.
Delivery of Documents
If you are interested in electronic delivery of the Fund's summary prospectus and shareholder reports, please go to www.americanbeaconfunds.com and click on ‘‘Quick Links'' and then ‘‘Register for E-Delivery.''
To reduce expenses, your financial institution may mail only one copy of the summary prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
Financial Highlights
The financial highlights tables are intended to help you understand the Fund's financial performance for the period of the Fund's operations. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and other distributions).
For periods prior to May 17, 2019, financial highlights of the Fund shown below for Y Class and Investor Class shares of the Fund represent the financial history of the Class I and Class A shares, respectively, of the Fund's predecessor, the Palmer Square SSI Alternative Income Fund ("Predecessor Fund"), a series of Investment Managers Series Trust ("IMST"), which was acquired by the Fund in a reorganization on May 17, 2019. The information for the fiscal periods ended March 31, 2015, March 31, 2016, March 31, 2017, March 31, 2018, and March 31, 2019 was audited by the IMST's independent registered public accounting firm, Tait, Weller & Baker LLP. Tait, Weller & Baker LLP's report, along with further detail on the Predecessor Fund's financial statements, are included in the Predecessor Fund's annual report, which is available upon your request by calling 1-866-933-9033.
The information in the financial highlights for the period of April 1, 2019 - June 30, 2019, has been derived from the Fund's financial statements audited by PricewaterhouseCoopers LLC, an independent registered public accounting firm, whose report, along with the Fund's financial statements, is included in the Fund's Annual Report, which you may obtain upon request.
Prospectus – Additional Information |
29 |
American Beacon SSI Alternative Income Fund |
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|
Y ClassA |
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For a share outstanding throughout the period: |
April 1, 2019 to June 30, 2019# |
Year Ended March 31, 2019 |
Year Ended March 31, 2018 |
Year Ended March 31, 2017 |
Year Ended March 31, 2016 |
Year Ended March 31, 2015 |
||||||
Net asset value, beginning of period |
$10.12 |
|
$10.04 |
|
$9.90 |
|
$9.33 |
|
$9.94 |
|
$10.30 |
|
Income (loss) from investment operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
0.08 |
|
0.20 |
B |
0.19 |
B |
0.21 |
B |
0.20 |
B |
0.07 |
B |
Net gains (losses) on investments (both realized and unrealized) |
0.07 |
|
0.07 |
|
0.13 |
|
0.49 |
|
(0.51 |
) |
(0.20 |
) |
Total income (loss) from investment operations |
0.15 |
|
0.27 |
|
0.32 |
|
0.70 |
|
(0.31 |
) |
(0.13 |
) |
Less distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
– |
|
(0.19 |
) |
(0.18 |
) |
(0.13 |
) |
(0.30 |
) |
(0.06 |
) |
Distributions from net realized gains |
– |
|
– |
|
– |
|
– |
|
– |
|
(0.17 |
) |
Total distributions |
– |
|
(0.19 |
) |
(0.18 |
) |
(0.13 |
) |
(0.30 |
) |
(0.23 |
) |
Net asset value, end of period |
$10.27 |
|
$10.12 |
|
$10.04 |
|
$9.90 |
|
$9.33 |
|
$9.94 |
|
Total return |
1.48 |
%GH |
2.71 |
%C |
3.28 |
%C |
7.54 |
%C |
(3.19 |
)%C |
(1.25 |
)%C |
Ratios and supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period |
$227,279,618 |
|
$279,429,760 |
|
$281,239,955 |
|
$295,950,357 |
|
$263,248,666 |
|
$439,338,571 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses, before reimbursements |
2.14 |
%D |
1.79 |
%E |
1.76 |
%E |
2.06 |
%E |
2.10 |
%E |
2.09 |
%E |
Expenses, net of reimbursements |
1.71 |
%DF |
1.79 |
%E |
1.76 |
%E |
2.06 |
%E |
2.09 |
%E |
2.11 |
%E |
Net investment income, before expense reimbursements |
1.81 |
%D |
1.99 |
% |
1.85 |
% |
2.12 |
% |
2.04 |
% |
0.70 |
% |
Net investment income, net of reimbursements |
2.24 |
%D |
1.99 |
% |
1.85 |
% |
2.12 |
% |
2.05 |
% |
0.68 |
% |
Portfolio turnover rate |
20 |
%G |
76 |
% |
52 |
% |
54 |
% |
66 |
% |
104 |
% |
# |
Fiscal year end changed from March 31st to June 30th. |
A |
On May 17, 2019, Class I was re-designated as Y Class. |
B |
Based on average shares outstanding for the period. |
C |
Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that shareholder would pay on Fund distributions or the redemption of Fund shares. |
D |
Annualized. |
E |
If interest expense, dividends on securities sold short and shareholder servicing fees had been excluded, the expense ratios would have been lowered by 0.30%, 0.27%, 0.57%, 0.60%, and 0.62% for the periods ended March 31, respectively. |
F |
Includes non-operating expenses consisting of prime broker fees, dividends and interest expense from securities sold short. The Expenses, net of reimbursements, excluding non-operating expenses is 1.54% for the period ended June 30, 2019. |
G |
Not annualized. |
H |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
30 |
Prospectus – Additional Information |
American Beacon SSI Alternative Income Fund |
||
|
Institutional Class |
|
For a share outstanding throughout the period: |
May 20, 2019A to June 30, 2019# |
|
Net asset value, beginning of period |
$10.17 |
|
Income (loss) from investment operations: |
|
|
Net investment income |
0.03 |
|
Net gains on investments (both realized and unrealized) |
0.07 |
|
Total income (loss) from investment operations |
0.10 |
|
Net asset value, end of period |
$10.27 |
|
Total returnB |
0.98 |
%E |
Ratios and supplemental data: |
|
|
Net assets, end of period |
$100,976 |
|
Ratios to average net assets: |
|
|
Expenses, before reimbursements |
2.76 |
%C |
Expenses, net of reimbursements |
1.83 |
%CD |
Net investment income, before expense reimbursements |
1.41 |
%C |
Net investment income, net of reimbursements |
2.34 |
%C |
Portfolio turnover rate |
20 |
% |
# |
Fiscal year end changed from March 31st to June 30th. |
A |
Commencement of operations. |
B |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
C |
Annualized. |
D |
Includes non-operating expenses consisting of prime broker fees, dividends and interest expense from securities sold short. The Expenses, net of reimbursements, excluding non-operating expenses is 1.49% for the period ended June 30, 2019. |
E |
Not annualized. |
Prospectus – Additional Information |
31 |
# |
Fiscal year end changed from March 31st to June 30th. |
A |
On May 17, 2019, Class A was re-designated as Investor Class. |
B |
Based on average shares outstanding for the period. |
C |
Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor. Returns shown do not include payment of sales load of 5.75% of offering price which is reduced on sales of $50,000 or more. These returns include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
D |
Annualized. |
E |
If interest expense, dividends on securities sold short and shareholder servicing fees had been excluded, the expense ratios would have been lowered by 0.30%, 0.27%, 0.57%, 0.60%, and 0.62% for the periods ended March 31, respectively. |
F |
Includes non-operating expenses consisting of prime broker, dividends and interest expense from securities sold short. The Expenses, net of reimbursements, excluding non-operating expenses is 1.81% for the period ended June 30, 2019. |
G |
Not annualized. |
H |
Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
32 |
Prospectus – Additional Information |
Additional Information
Additional information about the Fund is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Fund's website at www.americanbeaconfunds.com.
Annual Report/Semi-Annual Report
The Fund's Annual Report list, and the Fund's Semi-Annual Reports will list, the Fund's actual investments as of the report's date. They also include a discussion by the Manager of market conditions and investment strategies that significantly affected the Fund's performance. The report of the Fund's independent registered public accounting firm is included in the Annual Report. The Semi-Annual Report will be available approximately 60 days after the Fund passes its first semi-annual reporting period.
SAI
The SAI contains more details about the Fund and its investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the SEC.
To obtain more information about the Fund or to request a copy of the documents listed above:
By Telephone: |
Call
|
By Mail: |
American Beacon Funds
|
By E-mail: |
americanbeaconfunds@ambeacon.com |
On the Internet: |
Visit our website at www.americanbeaconfunds.com
|
The SAI and other information about the Fund are available on the EDGAR Database on the SEC's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The SAI and other information about the Fund may also be reviewed and copied at the SEC's Public Reference Room. Information on the operation of the SEC's Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
American Beacon is a registered service mark of American Beacon Advisors, Inc. The American Beacon Funds and the American Beacon SSI Alternative Income Fund are service marks of American Beacon Advisors, Inc. |
|
SEC File Number 811-04984
Appendix A
GLOSSARY
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
|
ADRs |
American Depositary Receipts |
|
Advisers Act |
Investment Advisers Act of 1940, as amended |
|
American Beacon or Manager
|
American Beacon Advisors, Inc. |
|
BDCs |
Business Development Companies |
|
Beacon Funds |
American Beacon Funds |
|
Board |
Board of Trustees |
|
Brexit |
The United Kingdom’s departure from the European Union |
|
Capital Gains Distributions |
Distributions of realized net capital gains |
|
CFTC |
U.S. Commodity Futures Trading Commission |
|
Denial of Services |
A cybersecurity incident that results in customers or employees being unable to access electronic systems |
|
Dividends |
Distributions of most or all of a Fund's net investment income |
|
DRD |
Dividends-received deduction |
|
Equity REIT |
Income producing real estate that are owned and often operated by a REIT |
|
ETF |
Exchange-Traded Fund |
|
EU |
European Union |
|
Forwards |
Forward Currency Contracts |
|
FTSE |
FTSE International Limited |
|
Hybrid REIT |
The combination of equity REITs and mortgage REITs |
|
IMST |
Investment Managers Series Trust |
|
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 |
London Interbank Offered Rate |
|
Mortgage REIT |
Mortgage secured by loans on income producing real estate |
|
NAV |
Fund's net asset value |
|
NDF |
Non-deliverable foreign currency forward contract |
|
NYSE |
New York Stock Exchange |
|
Other Distributions |
Distributions of net gains from foreign currency transactions |
|
OTC |
Over-the-Counter |
|
QDI |
Qualified Dividend Income |
|
REIT |
Real Estate Investment Trust |
|
S&P Global |
S&P Global Ratings |
|
SAI |
Statement of Additional Information |
|
SEC |
U.S. Securities and Exchange Commission |
|
Securities Act |
Securities Act of 1933, as amended |
|
State Street |
State Street Bank and Trust Company |
|
SVP |
Signature Validation Program |
|
Trust |
American Beacon Funds |
|
UGMA |
Uniform gifts to minor |
|
UK |
United Kingdom |
|
UTMA |
Uniform transfers to minor |
Prospectus – Appendix |
A-1 |
|
|
|
Statement of Additional Information
October 28, 2019
|
Ticker |
||||
Share Class |
Y |
Institutional |
Investor |
||
American Beacon SSI Alternative Income Fund |
PSCIX |
SSIJX |
PSCAX |
This Statement of Additional Information should be read in conjunction with the prospectus dated October 28, 2019 (the "Prospectus") for the American Beacon SSI Alternative Income Fund (the "Fund"), a series of American Beacon Funds, a Massachusetts business trust. Copies of the Prospectus may be obtained without charge by calling (800) 658-5811. You also may obtain copies of the Prospectus without charge by visiting the Fund's website at www.americanbeaconfunds.com. This SAI is incorporated by reference into the 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 D.
The Fund's Annual Report to shareholders for the fiscal year ended June 30, 2019 and the financial statements and accompanying notes appearing therein are incorporated by reference into this SAI. Copies of the Fund's Annual and Semi-Annual Reports may be obtained, when available, without charge, upon request by calling (800) 658-5811 or visiting www.americanbeaconfunds.com. The Fund has adopted the financial statements of the Acquired SSI Fund (as defined below). Those financial statements were audited by another registered public accounting firm and are incorporated by reference to the Acquired SSI Fund's Annual Report to Shareholders dated March 31, 2018. The Acquired SSI Fund's Annual Report to Shareholders dated March 31, 2018, and Semi-Annual Report to Shareholders dated September 30, 2018, are available without charge, upon request, by calling 1-866-933-9033.
1 |
|
Additional Information About Investment Strategies and Risks |
1 |
20 |
|
20 |
|
21 |
|
22 |
|
22 |
|
23 |
|
24 |
|
33 |
|
33 |
|
33 |
|
34 |
|
Management, Administrative, Securities Lending, and Distribution Services |
34 |
37 |
|
37 |
|
38 |
|
39 |
|
39 |
|
44 |
|
44 |
|
Appendix A: Proxy Voting Policy and Procedures for the Trust and American Beacon Advisors, Inc. |
A-1 |
Appendix B: Proxy Voting Policies for the Investment Sub-Advisor |
B-1 |
C-1 |
|
D-1 |
ORGANIZATION AND HISTORY OF THE FUND
The 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. The Fund constitutes a separate investment portfolio with distinct investment objectives and a distinct purpose and strategy. The Fund is "diversified" as that term is defined by the Investment Company Act. The Fund is comprised of multiple classes of shares designed to meet the needs of different groups of investors. This SAI relates to the Y Class, Institutional Class, and Investor Class shares of the Fund.
On May 20, 2019, the Fund acquired all the assets and assumed all the liabilities of the Palmer Square SSI Alternative Income Fund, a series of Investment Managers Series Trust (the "Acquired SSI Fund"). Since the investment objectives and policies of the Acquired SSI Fund are the same in all material respects as those of the Fund, and since the Fund has engaged the investment sub-advisor that previously served the Acquired SSI Fund as its sub-advisor, the Fund has adopted the prior performance and financial history of the Acquired SSI Fund.
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS
The investment objectives and principal investment strategies and risks of the Fund are described in the Prospectus. This section contains additional information about the Fund's investment policies and risks and types of investments the Fund may purchase. The composition of the Fund's portfolio and the strategies that the Fund may use in selecting investments may vary over time. The 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.
Asset-Backed Securities — Asset-backed securities are securities issued by trusts and special purpose entities that are backed by pools of assets, such as automobile and credit-card receivables and home equity loans, which pass through the payments on the underlying obligations to the security holders (less servicing fees paid to the originator or fees for any credit enhancement). Typically, loans or accounts receivable paper are transferred from the originator to a specially created trust, which repackages the trust's interests as securities with a minimum denomination and a specific term. The securities are then privately placed or publicly offered. Examples include certificates for automobile receivables or credit card receivables. The Fund is permitted to invest in asset-backed securities, subject to the Fund's rating and quality requirements.
The value of an asset-backed security is affected by, among other things, changes in the market's perception of the asset backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans and the financial institution providing any credit enhancement. Payments of principal and interest passed through to holders of asset-backed securities are frequently supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by having a priority to certain of the borrower's other assets. The degree of credit enhancement varies, and generally applies to only a portion of the asset-backed security's par value. Value is also affected if any credit enhancement has been exhausted.
Borrowing Risk — The 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. The Fund may borrow for temporary purposes or to facilitate short sales. Borrowing may exaggerate changes in the Fund's NAV and in its total return. Interest expense and other fees associated with borrowing may reduce the Fund's return.
Callable Securities — The Fund may invest in fixed-income securities with call features. A call feature allows the issuer of the security to redeem or call the security prior to its stated maturity date. In periods of falling interest rates, issuers may be more likely to call in securities that are paying higher coupon rates than prevailing interest rates. In the event of a call, the Fund would lose the income that would have been earned to maturity on that security, and the proceeds received by the Fund may be invested in securities paying lower coupon rates. Thus, the Fund's income could be reduced as a result of a call. In addition, the market value of a callable security may decrease if it is perceived by the market as likely to be called, which could have a negative impact on the Fund's total return.
Cash Management Investments — The 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 American Beacon Advisors, Inc. ("the Manager"). If the Fund invests in money market funds, shareholders will bear their proportionate share of the expenses, including, for example, advisory and administrative fees, of the money market funds in which the Fund invests, such as advisory fees charged by the Manager to any applicable money market funds advised by the Manager. 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 the Fund would have derived from other investments that would provide liquidity.
Common Stock — Common stock generally takes the form of shares in a corporation which represent an ownership interest. It ranks below preferred stock and debt securities in claims for dividends and for assets of the company in a liquidation or bankruptcy. The value of a company's common stock may fall as a result of factors directly relating to that company, such as decisions made by its management or decreased demand for the company's products or services. A stock's value may also decline because of factors affecting not just the company, but also companies in the same industry or sector. The price of a company's stock may also be affected by changes in financial markets that are relatively unrelated to the company, such as changes in interest rates, currency exchange rates or industry regulation. Companies that elect to pay dividends on their common stock generally only do so after they invest in their own business and make required payments to bondholders and on other debt and preferred stock. Therefore, the value of a company's common stock will usually be more volatile than its bonds, other debt and preferred stock. Common stock may be exchange-traded or traded over-the-counter. OTC stock may be less liquid than exchange-traded stock.
Convertible Securities — Convertible securities include corporate bonds, notes, preferred stock or other securities that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer's common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which
1 |
the convertible security sells above its value as a fixed-income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Holders of convertible securities have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to holders of similar non-convertible securities of the same issuer. Because of the conversion feature, certain convertible securities may be considered equity equivalents.
Cover and Asset Segregation — The Fund may make investments or employ trading practices that obligate the Fund, on a fixed or contingent basis, to deliver an asset or make a cash payment to another party in the future. The Fund will comply with guidance from the SEC with respect to coverage of certain investments and trading practices. This guidance requires segregation (which may include earmarking) by the Fund of cash or liquid assets with its custodian or a designated sub-custodian to the extent the Fund's obligations with respect to these strategies are not otherwise "covered" through ownership of the underlying security or financial instrument or by offsetting portfolio positions.
For example, if the Fund enters into a currency forward contract to sell foreign currency on a future date, the Fund may cover its obligation to deliver the foreign currency by segregating cash or liquid assets having a value at least equal to the value of the deliverable currency on a marked-to-market basis. Alternatively, the Fund could cover its obligation by entering into an offsetting transaction to acquire, on or before the date such foreign currency must be delivered, an amount of foreign currency at least equal to the deliverable amount at a price at or below the sale price to be received by the Fund under the currency forward contract.
The Fund's approach to asset coverage may vary among different types of transactions. For example, if the Fund's forward obligation on the transaction is only to make a cash payment equal to the amount, if any, by which the value of the Fund's position is less than that of its counterparty, the Fund will segregate cash or liquid assets equal to that difference calculated on a daily marked-to-market basis (a "net amount"). Additionally, if the Fund is a protection seller in a credit default swap, the Fund, depending on how the credit default swap is settled, usually will segregate assets equal to the full notional value of the swap. If the Fund is a protection buyer in a credit default swap, depending on how the credit default swap is settled, it usually will cover the total amount of required premium payments plus the prepayment penalty.
With respect to certain investments, the Fund calculates the obligations of the parties to the agreement on a "net basis" (i.e., the two payment streams are netted out with the Fund receiving or paying, as the case may be, only the net amount of the two payments). Under such circumstances, the Fund's current obligations will generally be equal only to the net amount to be paid by the Fund based on the relative values of the positions held by each party to the agreement (the "net amount").
Inasmuch as the Fund covers its obligations under these transactions as described above, the Manager and the Fund believe such obligations do not constitute senior securities. Earmarking or otherwise segregating a large percentage of the Fund's assets could impede the sub-advisor's ability to manage the Fund's portfolio.
Currencies Risk — The 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 or by purchasing or selling forward currency exchange contracts in non-U.S. or emerging market currencies or non-U.S. currency futures contracts.
Foreign currencies will fluctuate, and may decline, in value relative to the U.S. dollar and affect the Fund's investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, or in derivatives that provide exposure to, foreign (non-U.S.) currencies.
Custody Risk — The Fund may invest in markets that are less developed than those in the U.S., which may expose the Fund to risks in the process of clearing and settling trades and the holding of securities by foreign banks, agents and depositories. Investments in frontier and emerging markets may be subject to greater custody risks than investments in more developed markets.
Cybersecurity Risk — With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Fund and its service providers may be prone to operational and information security risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyber-attacks affecting the Fund or the sub-advisor, custodian, transfer agent, intermediaries and other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of shareholder transactions, result in the loss or theft of customer data or funds, impact the Fund's ability to calculate its NAV per share, cause the release of private shareholder information or confidential business information, impede trading, subject the Fund to regulatory fines or financial losses and/or cause reputational damage. A cyber-attack may also result in customers or employees 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 Fund may also incur additional costs for cybersecurity risk management purposes. Similar types of cybersecurity risks are also present for issues or securities in which the Fund may invest, which could result in material adverse consequences for such issuers and may cause the Fund's investment in such companies to lose value.
Any of these results could have a substantial adverse impact on the 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 employees could be unable to access electronic systems to perform critical duties for the Fund, such as trading, NAV calculation, shareholder accounting or fulfillment of Fund share purchases and redemptions. Cybersecurity incidents could cause the Fund or Fund 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 the Fund or Fund service provider violated privacy and other laws. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions and other parties. Although the Fund, its Manager, and the sub-advisor endeavor to determine that service providers have
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established risk management systems that seek to reduce the risks associated with cybersecurity, and business continuity plans in the event there is a cybersecurity breach, there are inherent limitations in these systems and plans, including the possibility that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. Furthermore, the Fund does not control the cybersecurity systems and plans of the issuers of securities in which the Fund invests or the Fund's third-party service providers or trading counterparties or any other service providers whose operations may affect the Fund or its shareholders.
Depositary Receipts — American Depositary Receipts — ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Fund's possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, the Fund may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle the Fund to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security. Please see "Foreign Securities" below for a description of the risks associated with investments in foreign securities.
Derivatives — Generally a derivative is a financial arrangement, the value of which is based on, or "derived" from, a traditional security, asset, currency, or market index. Some "derivatives" such as mortgage-related and other asset-backed securities are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. 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 (reference assets).
The Fund may invest in various types of derivatives, including among others, options (including non-deliverable options), futures and options thereon, forward currency and other forwards (including non-deliverable forwards), forwards for currency hedges, warrants, and credit default swaps. The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act 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 the Dodd-Frank Act the SEC and the CFTC have promulgated a broad range of new regulations with respect to security-based swaps (e.g., derivatives based on a single security or narrow-based securities index), which are regulated by the SEC, and other swaps, which are regulated by the CFTC and the markets in which these instruments trade.
Prior to 2012, advisers of registered investment companies, like the Fund, that trade commodity interests (such as futures contracts, options on futures contracts, non-deliverable forwards and swaps), were excluded from regulation as CPOs pursuant to CFTC Regulation 4.5. In 2012, the CFTC amended Regulation 4.5 to dramatically narrow this exclusion. Under the amended Regulation 4.5 exclusion, in order to rely on the exclusion the Fund's commodity interests – other than those used for bona fide hedging purposes (as defined by the CFTC) – must be 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 that are "in-the-money" at the time of purchase) do not exceed 5% of the Fund's NAV, or alternatively, the aggregate net notional value of the positions, determined at the time the most recent position was established, does not exceed 100% of the Fund's NAV (after taking into account unrealized profits and unrealized losses on any such positions). Further, to qualify for the exclusion in amended Regulation 4.5, the Fund must satisfy a marketing test, which requires, among other things, that the Fund not hold itself out as a vehicle for trading commodity interests. The Fund's ability to use these instruments also may be limited by federal income tax considerations. See the section entitled "Tax Information."
The Manager is not registered as a CPO with respect to the Fund in reliance on the delayed compliance date provided by No-Action Letter 12-38 of the Division of Swap Dealer and Intermediary Oversight ("Division") of the CFTC. Pursuant to this letter and the conditions set forth herein, the Manager is not required to register as a CPO, or rely on an exemption from registration, until six months from the date the Division issues revised guidance on the application of the calculation of the de minimis thresholds in the context of the CPO exemption in CFTC Regulation 4.5. In addition, the Manager has also filed a notice claiming the CFTC Regulation 4.5 exclusion from CPO registration with respect to the Fund. The Manager is also exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Fund.
Derivatives may involve significant risk. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund's initial investment. Not all derivative transactions require a counterparty to post collateral, which may expose the 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. The 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.
Transactions in derivatives may expose the Fund to an obligation to another party and, as a result, the Fund may need to "cover" the obligation or segregate liquid assets in compliance with SEC guidelines, as discussed above under "Cover and Asset Segregation."
Distressed Investment Risk — The Fund may invest in distressed investments, which are issued by companies that are, or might be, involved in reorganizations or financial restructurings, either out of court or in bankruptcy. These investments may present a substantial risk of default or may be in default at the time of investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to an investment, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Among the risks inherent in investments in a troubled issuer is that it frequently may be difficult to obtain information as to the true financial condition of the issuer.
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Exchange-Traded Notes — The Fund may invest in ETNs. ETNs are debt obligations that are traded on exchanges and the returns of which are linked to the performance of market indexes. In addition to trading ETNs on exchanges, investors may redeem ETNs directly with the issuer on a weekly basis, typically in a minimum amount of 50,000 units, or hold the ETNs until maturity. ETNs may be riskier than ordinary debt securities and may have no principal protection. The Fund's investment in an ETN may be influenced by many unpredictable factors, including highly volatile commodities prices, changes in supply and demand relationships, weather, agriculture, trade, changes in interest rates, and monetary and other governmental policies, action and inaction. Investing in ETNs is not equivalent to investing directly in index components or the relevant index itself. Because ETNs are debt securities, they possess credit risk; if the issuer has financial difficulties or goes bankrupt, the investor may not receive the return it was promised. Because ETNs are unsecured, unsubordinated debt securities, an investment in an ETN exposes the Fund to the risk that an ETN's issuer may be unable to repay the note upon maturity. As a result, the value of the ETN may decline, including to zero. In addition, as with investments in ETFs and investment companies, the Fund will bear its proportionate share of the fees and expenses of the ETN, which may cause the Fund's operating expenses to be higher and its performance to be lower than it would if it invested directly in the securities of the index or other reference assets of the ETN. There may be times when an ETN share trades at a premium or discount to its market benchmark. The Fund's decision to sell its ETN holdings may be limited by the availability of a liquid market. If the Fund must sell some or all of its ETN holdings and the market for such ETN is weak, it may have to sell such holdings at a discount.
Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund's net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund's net assets decrease due to market declines or redemptions, the Fund's expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund's expense ratio could be significant.
Fixed-Income Investments — The Fund may hold debt, including government and 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 will generally decline as prevailing interest rates rise, which may cause the 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. 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. 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 may result in the Fund having to reinvest its proceeds in lower yielding securities. 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. See "High-Yield Bonds" disclosure below for the risks associated with low-quality, high-risk corporate bonds, a type of fixed income security.
Foreign Debt Securities — The 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) U.S. corporate issuers (both Eurodollar and non-dollar denominated). There is no minimum rating criteria for the Fund's investments in such securities. Investing in the securities of foreign issuers involves special considerations that are not typically associated with investing in the securities of U.S. issuers. In addition, emerging markets are markets that have risks that are different and higher than those in more developed markets.
Foreign Securities — The 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. 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 include the possibility of adverse political and economic developments (including political or social instability, nationalization, expropriation, or confiscatory taxation); the potentially adverse effects of unavailability of public information regarding issuers, different 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 tracking; and possibly limited access to the courts to enforce the Fund's rights as an investor.
The Fund also may invest in equity, debt, or other income-producing securities that are denominated in or indexed to foreign currencies, including (1) common and preferred stocks, (2) obligations of other corporations, and (3) obligations of foreign governments and their subdivisions, agencies, and instrumentalities, international agencies, and supranational entities. Investing in foreign currency denominated securities involves the special risks associated with investing in non-U.S. issuers, as described in the preceding paragraph, and the additional risks of (1) adverse changes in foreign exchange rates and (2) adverse changes in 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.
Commissions on foreign securities exchanges are often at fixed rates and are generally higher than negotiated commissions on U.S. exchanges, although the sub-advisor endeavors to achieve the most favorable net results on portfolio transactions.
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Foreign securities may trade with less frequency and in less volume than domestic securities and therefore may exhibit greater or lower price volatility. 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.
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 the Fund is not invested and no return is earned thereon. The inability of the Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result in losses to the Fund due to subsequent declines in value of the securities or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.
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. Individual foreign economies may 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.
Brexit Risk. The risk of investing in Europe may be heightened due to the 2016 referendum in which the UK voted to exit the EU. There
is a significant degree of uncertainty about how negotiations relating to the UK's withdrawal will be conducted, as well as
the potential consequences and precise timeframe for "Brexit." There is a substantial risk that the UK will separate from
the EU without a formal agreement, which could be highly disruptive to the economies of both regions. While it is not possible
to determine the precise impact these events may have on the Fund, during this period and beyond, the impact on the UK and
European economies and the broader global economy could be significant, resulting in negative impacts, such as increased volatility
and illiquidity, and potentially lower economic growth, on markets in the UK, Europe and globally, which may adversely affect
the value of the Fund's investments. In addition, if one or more other countries were to exit the EU or abandon the use of
the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably.
Chinese Companies. Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations not typically associated
with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization
or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the
risk of war); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition
from Asia's other low-cost emerging economies; (e) greater price volatility, substantially less liquidity and significantly
smaller market capitalization of securities markets, particularly in China; (f) currency exchange rate fluctuations and the
lack of available currency hedging instruments; (g) higher rates of inflation; (h) controls on foreign investment and limitations
on repatriation of invested capital and on the Fund's ability to exchange local currencies for U.S. dollars; (i) greater governmental
involvement in and control over the economy, and greater intervention in the Chinese financial markets, such as the imposition
of trading restrictions; (j) the risk that the Chinese government may decide not to continue to support the economic reform
programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (k) the fact that Chinese
companies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (l) the difference
in, or lack of auditing and financial reporting standards which may result in unavailability of material information about
issuers, particularly in China; (m) the fact that statistical information regarding the Chinese economy may be inaccurate
or not comparable to statistical information regarding the U.S. or other economies; (n) the less extensive, and still developing,
regulation of the securities markets, business entities and commercial transactions; (o) the fact that the settlement period
of securities transactions in foreign markets may be longer; (p) the willingness and ability of the Chinese government to
support the Chinese and Hong Kong economies and markets is uncertain; (q) the risk that it may be more difficult or impossible,
to obtain and/ or enforce a judgment than in other countries; (r) the rapidity and erratic nature of growth, particularly
in China, resulting in inefficiencies and dislocations; and (s) the risk that, because of the degree of interconnectivity
between the economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods
from China, or an economic downturn in China could negatively affect the economies and financial markets of Hong Kong and
Taiwan, as well.
Investment in China, Hong Kong and Taiwan is subject to certain political risks. China's economy has transitioned from a rigidly
central-planned state-run economy to one that has been only partially reformed by more market-oriented policies. Although
the Chinese government has implemented economic reform measures, reduced state ownership of companies and established better
corporate governance practices, a substantial portion of productive assets in China are still owned by the Chinese government.
The government continues to exercise significant control over regulating industrial development and, ultimately, control over
China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular industries or companies.
China continues to limit direct foreign investments generally in industries deemed important to national interests. Foreign
investment in domestic securities are also subject to substantial restrictions. Some believe that China's currency is undervalued.
Currency fluctuations could significantly affect China and its trading partners. China continues to exercise control over
the value of its currency, rather than allowing the value of the currency to be determined by market forces. This type of
currency regime may experience sudden and significant currency adjustments, which may adversely impact investment returns.
For decades, a state of hostility has existed between Taiwan and the People's Republic of China. Beijing has long deemed Taiwan
a part of the "one China" and has made a nationalist cause of recovering it. This situation poses a threat to Taiwan's economy
and could negatively affect its stock market. By treaty, China has committed to preserve Hong Kong's autonomy and its economic,
political and social freedoms until 2047. However, if China would exert its authority so as to alter the economic, political
or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively
affected, which in turn could negatively affect markets and business performance.
China could be affected by military events on the Korean peninsula or internal instability within North Korea. North Korea
and South Korea each have substantial military capabilities, and historical tensions between the two countries present the risk of war. Any outbreak
of hostilities between
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the two countries could have a severe adverse effect on the South Korean economy and securities market. These situations may
cause uncertainty in the Chinese market and may adversely affect performance of the Chinese economy.
Eastern European and Russian Securities. Investing in the securities of Eastern European and Russian issuers is highly speculative and involves risks not usually
associated with investing in the more developed markets of Western Europe. Political and economic reforms are too recent to
establish a definite trend away from centrally planned economies and state-owned industries. Investments in Eastern European
countries may involve risks of nationalization, expropriation, and confiscatory taxation. Many Eastern European countries
continue to move towards market economies at different paces with appropriately different characteristics. Most Eastern European
markets suffer from thin trading activity, dubious investor protections, and often a dearth of reliable corporate information.
Information and transaction costs, differential taxes, and sometimes political or transfer risk give a comparative advantage
to the domestic investor rather than the foreign investor. In addition, these markets are particularly sensitive to social,
political, economic, and currency events in Western Europe and Russia and may suffer heavy losses as a result of their trading
and investment links to these economies and currencies. Additionally, Russia may attempt to assert its influence in the region
through economic or even military measures, as it did with Georgia in the summer of 2008 and Ukraine beginning in 2014. The
United States and the EU have imposed economic sanctions on certain Russian individuals and companies, including certain financial
institutions, and have limited certain exports and imports to and from Russia. 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, either
by issuer, sector or the Russian markets as a whole, impairing the ability of the Fund to buy, sell, receive or deliver those
securities. In such circumstances, the Fund may be forced to liquidate non-restricted assets in order to satisfy shareholder
redemptions. Such liquidation of Fund assets could result in the Fund receiving substantially lower prices for its securities.
Sanctions could also result in Russia taking counter measures or retaliatory actions which may further impair the value and
liquidity of Russian securities. As a result, the Fund's performance may be adversely affected.
In some of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may
also have government exchange controls, currencies with no recognizable market value relative to the established currencies
of Western market economies, little or no experience in trading in securities, no accounting or financial reporting standards,
a lack of banking and securities infrastructure to handle such trading and a legal tradition that does not recognize rights
in private property. Credit and debt issues and other economic difficulties affecting Western Europe and its financial institutions
can negatively affect Eastern European countries.
Eastern European economies may also be particularly susceptible to the international credit market due to their reliance on
bank related inflows of foreign capital. The 2008 global financial crisis restricted international credit supplies and several
Eastern European economies faced significant credit and economic crises. Although some Eastern European economies are expanding
again, major challenges are still present as a result of their continued dependence on the Western European zone for credit
and trade. Accordingly, the European crisis may present serious risks for Eastern European economies, which may have a negative
effect on the Fund's investments in the region.
Compared to most national stock markets, the Russian securities market suffers from a variety of problems not encountered
in more developed markets. There is little long-term historical data on the Russian securities market because it is relatively
new and a substantial proportion of securities transactions in Russia are privately negotiated outside of stock exchanges.
The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining
accurate prices on portfolio securities from independent sources more difficult than in more developed markets. Additionally,
there is little solid corporate information available to investors. As a result, it may be difficult to assess the value or
prospects of an investment in Russian companies.
Because of the recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications
systems, settlement, clearing and registration of securities transactions are subject to significant risks not normally associated
with securities transactions in the United States and other more developed markets. Prior to 2013, there was no central registration
system for equity share registration in Russia and registration was carried out by either the issuers themselves or by registrars
located throughout Russia. Such registrars were not necessarily subject to effective state supervision nor were they licensed
with any governmental entity, thereby increasing the risk that the Fund could lose ownership of its securities through fraud,
negligence, or even mere oversight. With the implementation of the National Settlement Depository ("NSD") in Russia as a recognized
central securities depository, title to Russian equities is now based on the records of the NSD and not the registrars. Although
the implementation of the NSD is generally expected to decrease the risk of loss in connection with recording and transferring
title to securities, issues resulting in loss still might occur. In addition, issuers and registrars are still prominent in
the validation and approval of documentation requirements for corporate action processing in Russia. Because the documentation
requirements and approval criteria vary between registrars and/or issuers, there remain unclear and inconsistent market standards
in the Russian market with respect to the completion and submission of corporate action elections. To the extent that the
Fund suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for the
Fund to enforce its rights or otherwise remedy the loss.
The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry
products, oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable
to any weakening in global demand for these products. As the 2008 global financial crisis caused price volatility in commodities,
especially oil, many sectors in the Russian economy fell into turmoil, pushing the whole economy into recession. In addition,
prior to the global financial crisis, Russia's economic policy encouraged excessive foreign currency borrowing as high oil
prices increased investor appetite for Russian financial assets. As a result of this credit boom, Russia reached alarming
debt levels and suffered from the effects of tight credit markets. Russia continues to face significant economic challenges,
including weak levels of investment and a sluggish recovery in external demand. In the near term, the fallout from the European
crisis and weakened global economy may reduce demand for Russian exports such as oil and gas, which could limit Russia's economic
recovery. Over the long-term, Russia faces challenges including a shrinking workforce, a high level of corruption, and difficulty
in accessing capital for smaller, non-energy companies and poor infrastructure in need of large investments.
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Emerging Market Securities. The Fund may invest in emerging market securities. 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 the 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. Some economies are less well
developed and less diverse (for example, Latin America, Eastern Europe and certain Asian countries), and more vulnerable to
the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Similarly, many of
these countries, particularly in Southeast Asia, Latin America, and Eastern Europe, are grappling with severe inflation or
recession, high levels of national debt, currency exchange problems and government instability. 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.
Certain emerging market countries have historically experienced, and may continue to experience, high rates of inflation,
high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties
and extreme poverty and unemployment. The 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.
If such an event occurs, the Fund may have 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.
The economies of individual 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, capital reinvestment, resource self-sufficiency
and balance of payments position. Further, the economies of developing countries generally are heavily dependent upon international
trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which
they trade. These economies also have been, and may continue to be, adversely affected by economic conditions in the countries
with which they trade. Emerging market economies may develop unevenly or may never fully develop.
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.
Investments in securities and derivatives with exposure to countries with emerging capital markets involve significantly higher
risks not involved in investments in securities in more developed capital markets, such as (i) 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, (ii) uncertain national policies and social, political and economic instability, increasing
the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments,
(iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange
controls, custodial restrictions or other non-U.S. or U.S. governmental laws or restrictions applicable to such investments,
(iv) national policies that may limit the Fund's investment opportunities such as restrictions on investment in issuers or
industries deemed sensitive to national interests, (v) the lack or relatively early development of legal structures governing
private and foreign investments and private property, and (vi) less diverse or immature economic structures. In addition to
withholding taxes on investment income, some countries with emerging capital markets may impose differential capital gain
taxes on foreign investors.
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. In such a dynamic environment, there can be no assurance
that these capital markets will continue to present viable investment opportunities for the Fund. 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 such event, it is possible that the
Fund could lose the entire value of its investments in the affected markets. 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, may be highly vulnerable to changes in local or global trade conditions, and may suffer from
extreme and volatile debt burdens or inflation rates.
Also, 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. 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 the Fund's acquisition or disposal of securities.
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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 the Fund.
Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed
markets, in part because the Fund may use brokers and counterparties that are less well capitalized, and custody and registration
of assets in some countries may be unreliable.
The 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.
European Securities. The EU's Economic and Monetary Union 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. Decreasing imports or exports, changes in governmental or other 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 countries on its sovereign debt, and/or an economic recession in one or more EU member countries
may have a significant adverse effect on the economies of other EU member countries and major trading partners outside Europe.
In recent years, the European financial markets have experienced volatility and adverse trends due to concerns relating to
economic downturns, rising government debt levels and national unemployment and the possible default of government debt in
several European countries. Several countries have agreed to multi-year bailout loans from the European Central Bank, International
Monetary Fund, and other institutions. Responses to financial problems by European governments, central banks, and others,
including austerity measures and reforms, may not produce the desired results, may result in social unrest and may limit future
growth and economic recovery or have unintended consequences. A default or debt restructuring by any European country can
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 and can affect exposures to other EU countries and their financial companies as well.
The manner in which the EU and EMU responded to the global recession and sovereign debt issues raised questions about their
ability to react quickly to rising borrowing costs and the potential default by an EU country of its sovereign debt and revealed
a lack of cohesion in dealing with the fiscal problems of member states. To address budget deficits and public debt concerns,
a number of European countries have imposed strict austerity measures and comprehensive financial and labor market reforms,
which could increase political or social instability. Some European countries continue to suffer from high unemployment rates.
In June 2016, the UK voted to withdraw from the EU, commonly referred to as Brexit. The impact of Brexit is so far uncertain.
The effect on the UK's economy will likely depend on the nature of trade relations with the EU following its exit, a matter
to be negotiated. The decision may cause increased volatility and have a significant adverse impact on world financial markets,
other international trade agreements, and the UK and European economies, as well as the broader global economy for some time.
Additional EU members could decide to abandon the euro and/or withdraw from the EU, which could adversely affect the value
of the Fund's investments.
Secessionist movements, such as the Catalan movement in Spain, as well as government or other responses to such movements,
may also create instability and uncertainty in the region.
The occurrence of terrorist incidents throughout Europe also could impact financial markets. The impact of these events is
not clear but could be significant and far-reaching and materially impact the Fund.
Latin America. Inflation. Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including,
in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation
in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there
is no guarantee it will remain at lower levels.
Political Instability. As an emerging market, Latin American countries generally have historically suffered from social, political, and economic
instability. For investors, this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism,
protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention
by the military in civilian and economic spheres. However, in some Latin American countries, a move to sustainable democracy
and a more mature and accountable political environment is under way. Domestic economies have been deregulated, privatization
of state-owned companies is almost completed and foreign trade restrictions have been relaxed.
Nonetheless, to the extent that events such as those listed above continue in the future, they could reverse favorable trends
toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities
markets in the region. In addition, recent favorable economic performance in much of the region has led to a concern regarding
government overspending in certain Latin American countries. Investors in the region continue to face a number of potential
risks. Governments of many Latin American countries have exercised and continue to exercise substantial influence over many
aspects of the private sector. Governmental actions in the future could have a significant effect on economic conditions in
Latin American countries, which could affect the companies in which the Fund invests and, therefore, the value of Fund shares.
Additionally, an investment in Latin America is subject to certain risks stemming from political and economic corruption,
which may negatively affect the country or the reputation of companies domiciled in a certain country.
Dependence on Exports and Economic Risk. Certain Latin American countries depend heavily on exports to the U.S. and investments from a small number of countries. Accordingly, these countries may be sensitive to fluctuations in demand, protectionist trade policies,
exchange rates and changes in market conditions associated with those countries. The economic growth of most Latin American countries is highly
dependent on
8
commodity exports and the economies of certain Latin American countries, particularly Mexico and Venezuela, are highly dependent
on oil exports. As a result, these economies are particularly susceptible to fluctuations in the price of oil and other commodities and currency
fluctuations. The 2008 global financial crisis weakened the global demand for oil and other commodities and, as a result, Latin American countries
faced significant economic difficulties that led certain countries into recession. If global economic conditions worsen, prices for Latin American
commodities may experience increased volatility and demand may continue to decrease. Although certain of these countries have recently shown
signs of recovery, such recovery, if sustained, may be gradual. In addition, prolonged economic difficulties may have negative effects on the
transition to a more stable democracy in some Latin American countries. In certain countries, political risk, including nationalization risk, is high.
Sovereign Debt. A number of Latin American countries are among the largest debtors of developing countries and have a history of reliance
on foreign debt and default. The majority of the region's economies have become dependent upon foreign credit and loans from
external sources to fund government economic plans. Historically, these plans have frequently resulted in little benefit accruing
to the economy. Most countries have been forced to restructure their loans or risk default on their debt obligations. In addition,
interest on the debt is subject to market conditions and may reach levels that would impair economic activity and create a
difficult and costly environment for borrowers. Accordingly, these governments may be forced to reschedule or freeze their
debt repayment, which could negatively affect local markets. Because of their dependence on foreign credit and loans, a number
of Latin American economies faced significant economic difficulties and some economies fell into recession as the 2008 global
financial crisis tightened international credit supplies. While the region has recently shown signs of economic improvement,
recovery from past economic downturns in Latin America has historically been slow, and any such recovery, if sustained, may
be gradual. The European crisis and weakened global economy may reduce demand for exports from Latin America and limit the
availability of foreign credit for some countries in the region. As a result, the Fund's investments in Latin American securities
could be harmed if economic recovery in the region is limited.
Pacific Basin Region. 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 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 2008 global financial crisis spread to the region, significantly
lowering its exports and foreign investments in the region, which are driving forces of its economic growth. In addition,
the economic crisis also significantly affected consumer confidence and local stock markets. Although the economies of many
countries in the region have recently shown signs of recovery from the crisis, such recovery, if sustained, may be gradual.
Furthermore, any such recovery may be limited or hindered by the reduced demand for exports and lack of available capital
for investment resulting from the European crisis and weakened global economy. The economies of certain Asian countries depend
to a significant degree upon 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.
The securities markets in Asia are substantially smaller, less liquid and more volatile than the major securities markets
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 the Fund. 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 the 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.
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 the Fund's assets denominated in those currencies.
Some developing Asian countries prohibit or impose substantial restrictions on investments in their capital markets, particularly
their equity markets, by foreign entities such as the Fund. As illustrations, 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. There can be
no assurance that the 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 the 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.
Forward Contracts and Futures Contracts — The Fund may enter into forward and futures contracts. Forward and futures contracts, including equity, interest rate and treasury futures contracts, 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 obligation against receipt of the specified price. Futures are traded on both U.S. and foreign commodities exchanges. A forward is a private agreement between two parties and is not traded on an exchange. Futures contracts will be traded for the same purposes as entering into forward contracts. The purchase of futures can serve as a long hedge, and the sale of futures can serve as a short hedge.
9 |
No price is paid upon entering into a futures contract. Instead, at the inception of a futures contract the Fund is required to deposit "initial margin" consisting of cash or U.S. Government 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 the Fund at the termination of the transaction if all contractual obligations have been satisfied. Under certain circumstances, such as periods of high volatility, the 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 the Fund's obligations to or from a futures broker. When the 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 the 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. The 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, the Fund will incur brokerage fees when it purchases or sells futures contracts. The Fund has 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 the 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. The Fund would continue to be subject to market risk with respect to the position. In addition, the Fund 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 the Fund, if investment judgment about the general direction of, for example, an index is incorrect, the 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 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, the Fund may have contractual remedies pursuant to the forward contract, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Fund's rights as a creditor.
Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts ("forward currency contracts") 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.
Forward currency contracts may serve as long hedges — for example, the 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, the 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.
The 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 portfolio securities denominated in such foreign currency. In addition, the Fund may use forward currency contracts
when the sub-advisor
10
wishes to "lock in" the U.S. dollar price of a security when the 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.
The 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
the Fund from adverse changes in the relationship between the U.S. dollar and foreign currencies.
The 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
applicable 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, the Fund may use forward currency contracts to shift exposure to foreign currency fluctuations from one country
to another. For example, if the 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 the Fund's exposure to foreign currency
exchange rate fluctuations.
The cost to the 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 the 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 the 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, the Fund might be unable to close out a forward currency contract
at any time prior to maturity. In either event, the 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.
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, the 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.
The 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, the 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 the Fund's
rights as a creditor.
Futures Contracts on Stock Indices. The 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"). This technique may be used to hedge against anticipated future
changes in general market prices that otherwise might either adversely affect the value of securities held by the Fund or
adversely affect the prices of securities that are intended to be purchased at a later date for the 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 the Fund will rise in value by an amount that approximately offsets the decline in value of the portion of the 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 equity market, 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 Futures Contracts written into by the Fund.
Non-Deliverable Currency Forwards. The 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 each 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.
11
The 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 the Fund, and the cost
of such strategies may reduce the Fund's respective 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, they may be
exchange-traded. 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, the 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.
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 by rating organizations. For example, Moody's, S&P Global, and Fitch, Inc. rate them below Baa and BBB, respectively. Please see "Appendix C 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 low credit quality, high-yield bonds must pay higher interest to compensate investors for the substantial credit risk they assume. In order to minimize credit risk, the Fund intends to diversify its holdings among multiple bond issuers.
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 the Fund. The lower rating of certain high yielding 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 the Fund among securities of different issuers should reduce the risks of owning any such securities separately. The prices of these high yielding 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 or periods of rising interest rates, 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. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Additionally, accruals of interest income for the Fund may have to be adjusted in the event of default. In the event of an issuer's default, the Fund may write off prior income accruals for that issuer, resulting in a reduction in the Fund's current dividend payment. Frequently, the higher yields of high-yielding 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. Additionally, an economic downturn or an increase in interest rates could have a negative effect on the high-yield securities market and on the market value of the high-yield securities held by the Fund, as well as on the ability of the issuers of such securities to repay principal and interest on their borrowings.
Illiquid and Restricted Securities — Generally, an illiquid asset is an asset that the 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. 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. 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. 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.
Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the 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. In addition, the Fund may get only limited information about an issuer, so it may be less able to predict a loss. The 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.
In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A 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 the Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of the Fund's illiquidity. The Manager or the sub-advisor, as applicable, may determine that
12 |
certain securities qualified for trading under Rule 144A are liquid. 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 the Fund, to purchase such unregistered securities if certain conditions are met.
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 ("Section 4(a)(2) securities") are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Fund that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. 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.
The Manager and the sub-advisor will carefully monitor the Fund's investments in Section 4(a)(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(a)(2) securities could have the effect of reducing the Fund's liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
Index Futures Contracts and Options on Index Futures Contracts — The Fund may invest in index futures contracts, including futures contracts on equity indices, for investment purposes, including for short-term cash management purposes. Like other futures contracts, index futures contracts are derivatives. For a further discussion of the risks of derivatives instruments, see "Derivatives."
Index Futures Contracts. An index futures contract is a U.S. futures contract traded on an exchange that has been designated a "contract market" by
the CFTC and must be executed through a futures commission merchant, or brokerage firm, which is a member of the relevant
contract market. Index futures contracts are traded on a number of exchanges and generally are cash settled. At the same time
an index futures contract on an index is purchased or sold, the Fund must allocate cash or securities as a deposit payment
("initial deposit") based on the contract's face value. Daily thereafter, the futures contract is valued and the payment of
"variation margin" may be required.
Options on Index Futures Contracts. The purchase of or selling (writing) of options on an index futures contract is similar in some respects to the purchase
or selling (writing) of options on such an index.
The Fund may write (sell) a call option on an index futures contract. If the futures price at expiration of the option is
below the exercise price, the Fund will retain the full amount of the option premium, which, if used to hedge, provides a
partial hedge against any decline that may have occurred in the value of the Fund's holdings. If, however, the price of the
futures at expiration is above the option exercise price, the Fund generally will be required to make a settlement payment
equivalent to the difference in the strike price of the option and the price of the applicable futures contract at expiration
multiplied by any applicable multiplier. In addition, if the futures contract underlying the option does not have the same
delivery date as the option's expiration date, the Fund will be assigned a short position in the relevant futures contract.
The writing (selling) of a put option on an index futures contract works in a similar manner and may constitute a partial
hedge against increasing prices of the securities underlying the index. If the futures price at expiration of the option is
higher than the exercise price, the option will expire, and the Fund will retain the full amount of the option premium which
could provide a partial hedge against any increase in the price of securities that the Fund intends to purchase. If a put
or call option the Fund has written is exercised, the Fund will incur a loss that will be reduced by the amount of the premium
it receives. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in
the value of its futures positions, the Fund's losses or gains from existing options on futures may to some extent be reduced
or increased by changes in the value of portfolio securities.
The purchase of a put option on a futures contract with respect to an index is similar in some respects to the purchase of
protective put options on the index. For example, the Fund may purchase a put option on an index futures contract to hedge
against the risk of lowering securities values.
The amount of risk the Fund assumes when it purchases an option on a futures contract with respect to an index is the premium
paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of
such an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected
in the value of the option purchased.
Options on Securities Indices. The Fund may purchase and write (sell) put and call options on securities indices. A securities index fluctuates with changes
in the market values of the securities included in the index. Options on securities indices generally are similar to options
on securities except that the delivery requirements are different. Instead of giving the right to take or make delivery of
securities at a specified price, an option on a securities index gives the holder the right to receive a cash "exercise settlement
amount" equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a call) or
is less than (in the case of a put) the closing value of the underlying index on the date of exercise, multiplied by (b) a
fixed "index multiplier." The writer of the option is obligated, in return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index options prior to expiration by entering into a closing transaction
on an exchange or the option may expire unexercised.
The Fund may write (sell) call and put options to a limited extent on an index in an attempt to increase income.
By writing a call option, the 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 an index above the exercise price. By writing a
put option, the Fund, in exchange for the net premium received, accepts the risk of a decline in the market value of the index
below the exercise price.
The Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise
price and expiration date as the option previously written.
When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section
of the 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, which is the last sale price or, in the absence of a sale, the mean between the
closing bid and asked
13
price. If an option expires unexercised on its stipulated expiration date or if the Fund enters into a closing purchase transaction,
the 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.
The hours of trading for options on an index 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. 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.
Options on securities indices require settlement in cash. Therefore, the sub-advisor may be forced to liquidate portfolio
securities to meet settlement obligations. Because the value of an index option depends upon movements in the level of the
index rather than the price of a particular stock, whether the Fund will realize a gain or loss from the purchase or writing
of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of
certain indices, in an industry or market segment, rather than movements in the price of a particular stock.
Interfund Lending — Pursuant to an order issued by the SEC, the American Beacon Funds may participate in a credit facility whereby each American Beacon Fund, under certain conditions, is permitted to lend money directly to and borrow directly from other American Beacon Funds 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 areas who report on credit facility activities to the Trust's Board of Trustees ("Board"). The credit facility can provide a borrowing fund with savings at times when the cash position of the Fund is insufficient to meet temporary cash requirements. This situation could arise when shareholder redemptions exceed anticipated volumes and the 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 the Fund. When the funds liquidate portfolio securities to meet redemption requests, they often do 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 the Fund's need to borrow from banks, the Fund remains free to establish and utilize lines of credit or other borrowing arrangements with banks.
Investment Grade Securities — Investment grade securities that the Fund may purchase, either as part of its principal investment strategy or to implement its temporary defensive policy, include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating that security (such as S&P Global, Fitch, Inc. or Moody's Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria. Please see "Appendix C Ratings Definitions" for an explanation of rating categories.
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.
Market Events — Turbulence in the economic, political and financial system has historically resulted, and may continue to result, in an unusually high degree of volatility in the capital markets. Both domestic and foreign capital markets have experienced increased volatility and turmoil. Issuers that have exposure to the real estate, mortgage or credit markets, for example, may be particularly affected, and it is uncertain whether or for how long these conditions could continue.
Reduced liquidity in equity, credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in small or emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their security prices. These events and possible continued market turbulence may have an adverse effect on the Fund.
Options — The Fund may purchase and sell put options and call options on securities in standardized contracts traded on recognized securities exchanges, boards of trade, or similar entities, or quoted on the NASDAQ National Market System. For a further description, see "Cover and Asset Segregation."
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.
By writing a covered call option, the 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. By writing a put option, the 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.
The Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise price and expiration date as the option previously written.
When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section of the 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 the Fund enters into a closing purchase transaction, the Fund
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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.
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. 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.
The Fund may use NDOs which is a foreign exchange product 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.
The Fund may write (sell) and purchase covered call and put options on foreign currencies for hedging or non-hedging purposes. The 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 the Fund or to protect the U.S. dollar equivalent of dividends, interest, or other payments on those securities. In addition, the 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 the Fund's investment portfolio). The 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.
Other Investment Company Securities and Exchange-Traded Products — The Fund at times may invest in shares of other investment companies and exchange-traded products, including open-end funds, closed-end funds, BDCs, ETFs, ETNs, and interests in unit investment trusts. The Fund may invest in investment company securities advised by the Manager or the sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the 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 the Fund's own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities.
The 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. The Fund would invest in money market funds rather than purchasing individual short-term investments. If the Fund invests in money market funds shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the money market funds in which the Fund invests, including such fees charged by the Manager to any applicable money market funds advised by the Manager.
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.
The Fund may purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF's expenses, including its advisory and administration expenses.
An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF's shares may trade at a discount or premium to their NAV per share; (2) an active trading market for an ETF's shares may not develop or be maintained; or (3) trading of an ETF's shares may be halted if the listing exchange's officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. The Fund may also invest in ETNs, which are structured debt securities. Whereas ETFs' liabilities are secured by their portfolio securities, ETNs' liabilities are unsecured general obligations of the issuer. ETFs and ETNs have expenses associated with their operation, typically including, with respect to ETFs, advisory fees.
BDCs are a specialized form of closed-end fund that invest generally in small developing companies and financially troubled businesses. BDCs invest in private companies and thinly traded securities of public companies, including debt instruments. Generally, little public information exists for private and thinly traded companies and there is a risk that investors may not be able to make fully informed investment decisions. Many debt investments in which a BDC may invest will not be rated by a credit rating agency and will be below investment grade quality. Risks faced by BDCs include: competition for limited BDC investment opportunities; the liquidity of a BDC's private investments; uncertainty as to the value of a BDC's private investments; risks associated with access to capital and leverage; and reliance on the management of a BDC. The Fund's investments in BDCs are similar and include portfolio company risk, leverage risk, market and valuation risk, price volatility risk and liquidity risk.
The 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 the Fund's total assets with respect to any one investment company and (iii) 10% of the Fund's total assets in all investment companies in the aggregate. However, the Fund may exceed these limits when investing in shares of an ETF or other investment
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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 the Fund, to invest in the ETF or other investment company in excess of the limits described above.
The SEC has proposed revisions to the rules permitting funds to invest in other investment companies. The SEC has also proposed rescinding most prior exemptive orders permitting fund of funds arrangements and certain fund of fund rules and SEC staff guidance. The proposed revisions and the related rescissions could alter the operations of fund of funds by limiting their investments in unaffiliated funds and direct investments and potentially imposing restrictions on their ability to redeem the investment company shares they hold.
Pay-in-Kind Securities — Pay-in-kind securities are debt securities that do not make regular cash interest payments. Pay-in-kind securities pay interest through the issuance of additional securities. Because these securities do not pay current cash income, their price can be volatile when interest rates fluctuate. Federal income tax law requires a holder of pay-in-kind securities to include in gross income each taxable year the portion of the non-cash income on those securities (i.e., the additional securities issued as interest thereon) accrued during that year.
In order to continue to qualify for treatment as a "regulated investment company" under the Internal Revenue Code and avoid federal excise tax, the Fund may be required to distribute a portion of such non-cash income and may be required to dispose of other portfolio securities (which may occur in periods of adverse market prices) in order to generate cash to meet these distribution requirements. See the section entitled "Tax Information."
Preferred Stock — A preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership but does not have the seniority of a bond, and its participation in the issuer's growth may be limited. Preferred stock generally has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is set at a fixed or variable rate, in some circumstances it can be changed or omitted by the issuer. Preferred stocks are subject to the risks associated with other types of equity securities, as well as additional risks, such as credit risk, interest rate risk, potentially greater volatility and risks related to deferral, non-cumulative dividends, subordination, liquidity, limited voting rights, and special redemption rights.
Real Estate Related Investments — The Fund may gain exposure to the real estate sector by investing in real estate-linked derivatives, REITs, and common, preferred and convertible securities of issuers in real estate-related industries. Adverse economic, business or political developments affecting real estate could have a major effect on the value of the Fund's investments. Investing in securities issued by real estate and real estate-related companies may subject the Fund to risks associated with the direct ownership of real estate. Changes in interest rates, debt leverage ratios, debt maturity schedules, and the availability of credit to real estate companies may also affect the value of the Fund's investment in real estate securities. Real estate securities are dependent upon specialized management skills at the operating company level, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of properties. Real estate securities are also subject to heavy cash flow dependency and defaults by borrowers. The real estate industry tends to be cyclical. Such cycles may adversely affect the value of the Fund's portfolio. The Fund will indirectly bear a proportionate share of a REIT's ongoing operating fees and expense. In addition, a REIT is subject to the possibility of failing to (a) qualify for tax-free pass-through of distributed net income and net realized gains under the Internal Revenue Code and (b) maintain exemption eligibility from Investment Company Act registration requirements.
Repurchase Agreements — A repurchase agreement is an agreement between the 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, the 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 the Fund's purchase price, reflecting an agreed upon rate that is the equivalent of interest. During the term of the repurchase agreement, the 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 the Fund to invest temporarily available cash on a fully-collateralized basis, repurchase agreements permit the Fund to earn income while retaining flexibility in pursuit of longer-term investments. Repurchase agreements may exhibit the economic characteristics of loans by the 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, the Fund would attempt to exercise its rights with respect to the underlying collateral, including possible sale of the securities. The 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 the Fund's rights. The Board has established procedures pursuant to which the sub-advisor monitors the creditworthiness of the counterparties with which the Fund enters into repurchase agreement transactions.
The 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 equity and fixed income securities such as U.S. Government and agency securities, municipal obligations, asset-backed securities, mortgage-backed securities, common and preferred stock, depositary receipts, ETFs, corporate obligations and convertible securities.
Reverse Repurchase Agreements — The Fund may borrow funds by entering into reverse repurchase agreements. Pursuant to such agreements, the Fund would sell portfolio securities to financial institutions such as banks and broker/dealers and agree to repurchase them at a mutually agreed-upon date and price. At the time the 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. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Fund may decline below the price at which the Fund is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by an investment company under the Investment Company Act.
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Securities Loan Transactions — Securities loan transactions involve the lending of securities to a broker-dealer or institutional investor for its use in connection with short sales, arbitrages or other security transactions. The purpose of a securities loan transaction is to capture any demand premium paid by the borrower and to enable the Fund to continue to have the benefits of owning the securities loaned and at the same time earn fee income or income on the reinvestment of any cash collateral that it receives. Cash collateral received through securities loan transactions may be invested only in those categories of high quality liquid securities previously authorized by the Board. Please see the "Lending of Portfolio Securities" section for additional information.
Securities loans will be made in accordance with the following conditions: (1) the Fund receives collateral 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 in an amount at least equal to the value of the loaned securities; (2) the borrower is required to provide additional collateral if collateral value falls below the required level; (3) the Fund is able to terminate the loan at any time upon one standard settlement period's notice; (4) the Fund receives reasonable interest or other return on the loan or a flat fee from the borrower, as well as amounts approximately equivalent to any dividends, interest or other distributions on the securities loaned, and is entitled to the benefit of any increase in market value of the loaned securities; (5) the Fund may pay reasonable custodian or other fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, but the Fund is entitled to terminate the loan in order to be able to vote the loaned securities.
While there may be delays in recovery of loaned securities or even unindemnified losses should the borrower fail financially or otherwise default, loans will be made only to firms deemed to be acceptable credit risks pursuant to procedures adopted by the Board.
Separately Traded Registered Interest and Principal Securities and Zero Coupon Obligations — Separately traded registered interest and principal securities or "STRIPS" and zero coupon obligations are securities that do not make regular interest payments. Instead they are sold at a discount from their face value. The 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.
Short Sales — The Fund may sell a security that the Fund does not own, or in an amount greater than the Fund owns (i.e., make short sales). Generally, to complete a short sale transaction, the Fund or its broker will borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed. If the price at the time of replacement is more than the price at which the security was sold by the Fund, the Fund will incur a loss. Conversely, the Fund will realize a gain if the price of the security decreases between selling short and replacement. Although the Fund's gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited. Until the security is replaced, the Fund is required to pay fees or any interest that accrues during the period of the loan. To borrow the security, the Fund may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale may be retained by the broker and the Fund will pledge additional collateral to the extent necessary to meet margin requirements until the short position is closed out. Until the Fund replaces the borrowed security, it will (a) maintain in a segregated account with its custodian cash or liquid securities at such a level that the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current market value of the security sold short or (b) otherwise cover its short position in accordance with applicable regulatory requirements. The Fund's policies and procedures regarding segregating such assets are described more fully under "Cover and Asset Segregation" in this SAI .
Short sales "against the box" are transactions in which the Fund sells a security short but it also owns an equal amount of the securities sold short or owns securities that are convertible or exchangeable, without payment of further consideration, into an equal amount of such security.
The Fund may make a short sale when the sub-advisor believes the price of the stock may decline and when the sub-advisor does not currently want to sell the stock or convertible security it owns. In this case, any decline in the value of the Fund's portfolio securities would be reduced by a gain in the short sale transaction. Conversely, any increase in the value of the Fund's portfolio securities would be reduced by a loss in the short sale transaction.
Swap Agreements — A swap is a transaction in which the 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. To mitigate this risk, the Fund will only enter into swap agreements with counterparties considered by the sub-advisor to present minimum risk of default, and the Fund normally obtains
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collateral to secure its exposure. Changing conditions in a particular market, 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.
The centrally cleared and OTC swap agreements into which the Fund enters normally provide for the obligations of the 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. To the extent that a swap agreement is subject to netting, the Fund's cover and asset segregation responsibilities will normally be with respect to the net amount owed by the Fund. See "Cover and Asset Segregation" for additional discussion of these matters. However, the Fund may be required to segregate liquid assets equal to the full notional amount of certain swaps, such as written credit default swaps on physically settled forwards or written options. The amount that the Fund must segregate may be reduced by the value of any collateral that it has pledged to secure its own obligations under the swap.
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; see "Illiquid and Restricted Securities" for a description of liquidity risk.
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. The Fund may be either a seller or a buyer of credit protection under a credit default swap. Credit
default swaps may be on a single security, a basket of securities or on a securities index. 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. 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. Acting
as the seller under a credit default swap increases the exposure to the specific issuers. 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.
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
swaps are subject to currency risk.
Equity Swaps. Equity swaps are subject to liquidity risk because the liquidity of equity swaps is based on the liquidity of the underlying
instrument, and are subject to counterparty risk, i.e., the risk that the counterparty to the equity swap transaction may
be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. To
the extent that there is an imperfect correlation between the return on the 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 the Fund's financial
risk. Equity swaps, like many other derivative instruments, involve the risk that, if the derivative security declines in
value, additional margin would be required to maintain the margin level. The seller may require the 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 for which the Fund is liable. The income tax treatment of swap agreements is unsettled and may be
subject to future legislation, regulations or administrative pronouncements issued by the IRS. If such future guidance limits
the Fund's ability to use derivatives, the Fund may have to find other ways of achieving its investment objectives.
Forward Swaps. A forward swap is created through the use of two swaps with different durations to meet the investment time period desired
by the sub-advisor.
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. 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.
The Fund may also invest in inflation swaps, where an inflation rate index is used in place of an interest rate index.
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 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.
Volatility Swaps. A volatility swap is a forward contract under which the payments to be received are dependent on the future realized volatility
of an underlying asset, such as a stock. A volatility swap involves exposure to volatility, not on whether the value of the
underlying asset goes up or down. Volatility swaps can be used to speculate on future volatility or as a hedge against volatility.
A volatility swap is subject to the risk that the future volatility of the underlying asset is higher or lower than the sub-advisor
anticipated.
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 the Fund computes its current NAV per share, causes a change in the price of the foreign securities and such price is not reflected in the Fund's current NAV per share, investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies.
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Trust Preferred Securities — The Fund may invest in trust preferred securities. Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust's common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.
Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the Securities Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as the Fund, to sell their holdings.
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. 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 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. U.S. Treasury obligations are subject to credit risk and interest rate risk.
Variable or Floating Rate Obligations — The interest rates payable on certain fixed-income securities in which the Fund may invest are not fixed and may fluctuate based upon changes in market rates. A variable rate obligation has an interest rate which is adjusted at predesignated periods in response to changes in the market rate of interest on which the interest rate is based. Variable and floating rate obligations are less effective than fixed rate instruments at locking in a particular yield. Nevertheless, such obligations may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation, or for other reasons.
The Fund may invest in floating rate debt instruments ("floaters"). The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floater resets periodically, typically every one or three months. While, because of the interest rate reset feature, floaters provide the Fund with a certain degree of protection against rises in interest rates, the Fund will participate in any declines in interest rates as well.
When-Issued and Forward Commitment Transactions — These transactions involve a commitment by the Fund to purchase or sell securities at a future date. These transactions enable the 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, the 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, the 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. If the other party fails to complete the trade, the 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 the 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. Forward commitment transactions 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. The payment obligation and interest rate are fixed at the time the buyer enters into the forward commitment. Forward commitment transactions are typically used as a 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.
The Fund maintains with its custodian segregated (or earmarked) liquid securities in an amount at least equal to the when-issued or forward commitment transaction. When entering into a when-issued or forward commitment transaction, the Fund will rely on the other party to consummate the transaction. If the other party fails to do so, the Fund may be disadvantaged. Inasmuch as the Fund covers its obligations under these transactions, the Manager and the Fund believe such obligations do not constitute senior securities. Earmarking or otherwise segregating a large percentage of the Fund's assets could impede the sub-advisor's ability to manage the Fund's assets.
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OTHER INVESTMENT STRATEGIES AND RISKS
In addition to the investment strategies and risks described in the Prospectus, the Fund may (except where otherwise indicated):
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. When purchasing securities on a when-issued or forward commitment basis, a segregated amount of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
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.
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 the Fund exceeds 33¹/3% of its total assets (including the market value of collateral received). For purposes of complying with the Fund's investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law.
Enter into repurchase agreements. A repurchase agreement is an agreement under which securities are acquired by the 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 the 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.
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. The 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 the Fund in excess of this level are liquid.
INVESTMENT RESTRICTIONS
Fundamental Policies.
The 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, the 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
the Fund's investable assets" means that the only investment securities that will be held by the Fund will be the Fund's interest
in the investment company.
The Fund has 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 the Fund.
The following restrictions have been adopted by the Fund and may be changed with respect to the Fund only by the majority vote of the Fund's outstanding interests. "Majority of the outstanding voting securities" under the Investment Company Act and as used herein means, with respect to the 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.
The Fund may not:
Purchase or sell real estate or real estate limited partnership interests, provided, however, that the Fund may 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 Fund's Prospectus.
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).
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.
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 objectives, policies and limitations, or (iv) by engaging in repurchase agreements with respect to portfolio securities.
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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.
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 shall not constitute borrowing.
Invest more than 5% of its total assets (taken at market value) in securities of any one issuer, other than obligations issued by the U.S. Government, its agencies and instrumentalities, or purchase more than 10% of the voting securities of any one issuer, with respect to 75% of the Fund's total assets.
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 or instrumentalities; and (ii) tax-exempt securities issued by municipalities and their agencies and authorities.
The above percentage limits (except the limitation to 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 effected. With respect to the fundamental investment restriction relating to making loans set forth in number 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 the 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 Fund's shares with respect to the payment of dividends or the distribution of Fund assets. The Investment Company Act prohibits the Fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that the Fund is 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 the 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, the 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 the Fund's industry concentration policy set forth in (8) 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 the Fund's total assets will be invested in securities issued by any one foreign government or supranational organization. The 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, the Fund will invest in the securities of such a company only if it can do so under its policy of not being concentrated in any particular industry or group of industries.
Non-Fundamental Investment Restrictions. The following non-fundamental investment restrictions apply to the Fund (except where noted otherwise) and may be changed with respect to the Fund by a vote of a majority of the Board. The Fund may not:
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
Purchase securities on margin, except that (1) the Fund may obtain such short-term credits as necessary for the clearance of transactions, and (2) the 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, 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 the Fund's best interest, the 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.
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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 the Fund sold and replaced the entire value of its securities holdings during the period. High portfolio turnover can increase the Fund's transaction costs and generate additional capital gains or losses.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Fund publicly discloses portfolio holdings information as follows:
a complete list of holdings for the 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);
a complete list of holdings for the 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);
a complete list of holdings for the Fund as of the end of each calendar quarter on the Fund's website (www.americanbeaconfunds.com) approximately sixty days after the end of the calendar quarter; and
ten largest holdings for the Fund as of the end of each calendar quarter on the Fund's website (www.americanbeaconfunds.com) and in sales materials approximately fifteen days after the end of the calendar quarter.
Public disclosure of the 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 the Fund's best interest. Disclosure of the Fund's ten largest holdings may exclude U.S. Treasury securities and cash equivalent assets, although such holdings will be included in the 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 Fund, third-party service providers, rating and ranking organizations, and others — may request portfolio holdings information that has not yet been publicly disclosed by the Fund. The Fund's 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 a Policy and Procedures for Disclosure of Portfolio Holdings Information (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 the 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 Fund or to assist the Manager and the sub-advisor in managing the Fund ("service providers"). The service providers have a duty to keep the Fund's nonpublic information confidential either through written contractual arrangements with the Fund (or another Fund service provider) or by the nature of their role with respect to the Fund (or the service provider). The Fund has 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 Fund has 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 Fund has 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. and its designated foreign sub-custodians |
Fund's custodian and foreign custody manager, and foreign sub-custodians |
Complete list on intraday basis with no lag |
PricewaterhouseCoopers LLP |
Fund's independent registered public accounting firm |
Complete list on annual basis with no lag |
Bloomberg, L.P. |
Performance and portfolio analytics reporting |
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 |
Institutional Shareholder Services |
Proxy voting research provider to sub-advisor |
Complete list on daily basis with no 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 Fund's portfolio securities, pricing services, legal counsel, and issuers (or their agents). Broker-dealers utilized by the Fund 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 Fund. If the Fund participates in securities lending activities, potential borrowers of the
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Fund's securities receive information pertaining to the Fund's securities available for loan. Such information is provided on a current basis with no lag. The Fund utilizes 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 Fund 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 Fund does not have written contractual arrangements with these third parties regarding the confidentiality of the holdings information. However, the Fund would not continue to utilize a third party that the Manager determined to have misused nonpublic holdings information.
The Fund has ongoing arrangements to provide periodic holdings information to certain organizations that publish ratings and/or rankings for the Fund or that redistribute the Fund's holdings to financial intermediaries to facilitate their analysis of the Fund. The Fund has 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 Fund 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 Fund's website.
No compensation or other consideration may be paid to the Fund, the Fund's 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:
Recipients of portfolio holdings information must agree in writing to keep the information confidential until it has been posted to the Fund's website and not to trade based on the information;
Holdings may only be disclosed as of a month-end date;
No compensation may be paid to the Fund, the Manager or any other party in connection with the disclosure of information about portfolio securities; and
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 Fund, 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 the 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 Fund 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 Fund's SAI.
The Manager and the sub-advisor to the Fund may manage substantially similar portfolios for clients other than the Fund. Those other clients may receive and publicly disclose their portfolio holdings information prior to public disclosure by the Fund. The Holdings Policy is not intended to limit the Manager or the sub-advisor from making such disclosures to their clients.
LENDING OF PORTFOLIO SECURITIES
The 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, the 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. The Fund also has the right to terminate a loan at any time. The Fund does not have the right to vote on securities while they are on loan; however, it is the Fund's policy to attempt to terminate loans in time to vote those proxies that the Fund determines are material to its interests. Loans of portfolio securities may not exceed 331/3% of the value of the Fund's total assets (including the value of all assets received as collateral for the loan). The Fund 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, the 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 Fund and State Street, its securities lending agent, State Street indemnifies the Fund for certain losses resulting from a borrower default. However, should the borrower of the securities fail financially, the Fund may experience delays in recovering the loaned securities or exercising its rights in the collateral. In a loan transaction, the Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The 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 Fund does not intend to engage in securities lending activities.
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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 Fund, which includes the general oversight and review of the Fund's investment activities, in accordance with federal law and the law of the Commonwealth of Massachusetts as well as the stated policies of the Fund. The Board oversees the Trust's officers and service providers, including American Beacon Advisors, Inc., which is responsible for the management of the day-to-day operations of the Fund 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 Chief Compliance Officer. 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 Fund, the Board oversees the management of risks relating to the administration and operation of the Trust and the Fund. American Beacon, as part of its responsibilities for the day-to-day operations of the Fund, is responsible for day-to-day risk management for the Fund. The Board, in the exercise of its reasonable business judgment, also separately considers potential risks that may impact the Fund. 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 Fund.
In general, the 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 Fund. In addition, under the general oversight of the Board, American Beacon, the Fund's investment adviser, and other service providers to the Fund have themselves adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect to different types of risks. Further, American Beacon as manager of the Fund oversees and regularly monitors the investments, operations and compliance of the Fund's investment advisers.
The Board also oversees risk management for the Trust and the Fund 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 Fund's 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 Fund. 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 Fund's CCO, on a periodic or regular basis. At least annually, the Board receives a report from the Fund's CCO regarding the effectiveness of the Fund's 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 Fund's CCO to discuss matters relating to the Fund's compliance program.
Board Structure and Related Matters
Independent Trustees constitute at least three-fourths 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 Fund. 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 the Fund's investment advisory agreement with American Beacon, while specific matters related to oversight of the Fund's 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 Fund's 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 32 series within the American Beacon Funds, 1 series within the American Beacon Institutional Funds Trust, 1 series within the American Beacon Select Funds, 1 series within the American Beacon Sound Point
24 |
Enhanced Income Fund, 1 series within the American Beacon Apollo Total Return Fund, and the American Beacon Sound Point Alternative Lending Fund, which currently has no series. The same persons who constitute the Board of the Trust also constitute the Board of Trustees of the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, the American Beacon Apollo Total Return Fund, American Beacon Select Funds, and the American Beacon Sound Point Alternative Lending Fund and each Trustee oversees the Trusts' combined 36 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 Emeritus and Retirement Policy 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 Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
INTERESTED TRUSTEE |
|
|
|
|
|
Alan D. Feld** (82) |
Trustee since 2019 |
Trustee of American Beacon Funds since 1996
|
Trustee since 2017 |
Trustee since 2018 |
Partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP (law firm) (1960-Present). |
NON-INTERESTED TRUSTEES |
|
|
|
|
|
Gilbert G. Alvarado (49) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Director, Kura MD, Inc. (local telehealth organization) (2015-Present); Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-Present); Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-Present); Director, Innovative North State (2012-2015); Director, Sacramento Regional Technology Alliance (2011-2016); Director, Women’s Empowerment (2009-2014); Director, Valley Healthcare Staffing (2017-Present). |
Joseph B. Armes (57) |
Trustee since 2019 |
Trustee since 2015 |
Trustee since 2017 |
Trustee since 2018 |
Chairman & CEO, CSW Industrials, Inc. (NASDAQ: CSWI) (2015-Present); Chairman of the Board of Capital Southwest Corporation (NASDAQ: CSWC), predecessor to CSW Industrials, Inc. (2014-2017); CEO Capital Southwest Corporation (2013-2015); President & CEO JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer NYSE: RSPP)(2013-2018). |
Gerard J. Arpey (61) |
Trustee since 2019 |
Trustee since 2012 |
Trustee since 2017 |
Trustee since 2018 |
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). |
25 |
* The Board has adopted a retirement policy that requires Trustees, other than Mr. Feld, to retire no later than the last day
of the calendar year in which they reach the age of 75. The Board has approved a waiver from the retirement policy with respect
to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the
age of 76.
** Mr. Feld is deemed to be an "interested person" of the Trust, as defined by the Investment Company Act. Mr. Feld's law firm of Akin, Gump, Strauss, Hauer & Feld LLP has provided legal services within the past two fiscal years to one or more sub-advisors to certain funds in the American Beacon Funds Complex.
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.
26 |
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.
Alan D. Feld: Mr. Feld has extensive experience as a business attorney, organizational management experience as chairman of a law firm, experience as a director of several publicly held companies, service as a trustee of a private university and a board member of a hospital, 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.
Richard A. Massman: Mr. Massman has extensive experience as a business attorney, organizational management experience as a founding member of a law firm, experience as a senior vice president and general counsel of a large private company, service as the chairman and director of several foundations, including services on their Investment Committees and Finance Committees, chairman of a governmental board, chairman of various professional organizations and multiple years of service as a Trustee and as Independent Chair.
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.
R. Gerald Turner: Mr. Turner has extensive organizational management experience as president of a private university, service as a director and member of the audit and governance committees of various publicly held companies, service as a member to several charitable boards, 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 Ms. Holz, and Messrs. Duffy and Alvarado (Chair). Ms. Cline, as Chair of the Board, serves on the Audit Committee in an ex-officio non-voting capacity. None of the members of the committee are "interested persons" of the Trust, as defined by the Investment Company Act. 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 Fund 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 June 30, 2019.
The Trust has a Nominating and Governance Committee ("Nominating Committee") that is comprised of Messrs. Massman (Chair), Feld, and Turner, and Ms. Cline. 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 Bylaws of the Trust. The Nominating and Governance Committee met four (4) times during the fiscal year ended June 30, 2019.
The Trust has an Investment Committee that is comprised of, Ms. McKenna (Chair), Messrs. Armes, Arpey, and Lindgren. 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 Fund; (b) to evaluate recommendations by the Manager regarding the hiring or removal of designated sub-advisors to the Fund; (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 Fund; 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 June 30, 2019.
Trustee Ownership in the Fund
As of the calendar year ended December 31, 2018, none of the Trustees owned equity securities of the Fund. The following tables show the amount of equity securities owned in the American Beacon Funds Complex by the Trustees as of the calendar year ended December 31, 2018.
27 |
|
INTERESTED TRUSTEE |
American Beacon Fund |
Feld |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
Over $100,000 |
|
NON-INTERESTED TRUSTEES |
|||||||||
|
Alvarado |
Armes |
Arpey |
Cline |
Duffy |
Holz |
Lindgren |
Massman |
McKenna |
Turner |
Aggregate Dollar Range of Equity Securities in all Trusts (37 Funds as of December 31, 2018) |
$10,001-$50,000 |
Over $100,000 |
Over $100,000 |
Over $100,000 |
None |
None |
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 $120,000; (2) meeting attendance fee (for attendance in person or via teleconference) of (a) $10,000 for attendance by Board members for each regularly scheduled Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, and (c) $1,500 for attendance by Committee members at meetings of the Nominating and Governance Committee; and (3) reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time.
Since January 1, 2019, 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 only a single $2,500 fee each quarter for her attendance at those 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.
1 As the Fund commenced operations on May 20, 2019, the table reflects estimated compensation for the period July 1, 2019 - June 30, 2020.
2 Messrs. Feld and Massman are each expected to retire as a Trustee of the Trust effective as of the close of business on December 31, 2019.
3 Upon retirement from the Board, each of these Trustees is eligible for flight benefits afforded to Trustees who served on the Boards as of June 4, 2008 as described below.
The Boards adopted a Trustee Retirement Policy and Trustee Emeritus and 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"). The Eligible Trustees are Messrs. Feld, Massman and Turner and Ms. Cline. The mandatory retirement age does not apply to Mr. Feld, and the Board has approved a waiver from the retirement policy with respect to Mr. Massman whereby Mr. Massman will be required to retire on the last day of the calendar year in which he reaches the age of 76. Additionally, 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.
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
28 |
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 commit to provide certain ongoing services and advice to the Board members and the Trusts; however, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Fund. Currently, there are no Trustees with Trustee Emeritus status.
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, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund.
Name (Age) |
Position and Length of Time Served on the American Beacon Sound Point Alternative Lending Fund |
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 |
Position and Length of Time Served on the American Beacon Sound Point Enhanced Income Fund and American Beacon Apollo Total Return Fund |
Principal Occupation(s) and Directorships During Past 5 Years |
OFFICERS |
|
|
|
|
|
Gene L. Needles, Jr. (64) |
President since 2019 |
President since 2009 |
President since 2017 |
President since 2018 |
President (2009-2018), CEO and Director (2009-Present), and Chairman (2018-Present), American Beacon Advisors, Inc.; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Investment Holdings, LLC; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present),Resolute Topco, Inc.; President (2015-2018); Director, and CEO (2015-Present), and Chairman (2018-Present), Resolute Acquisition, Inc.; President (2015-2018), Director and CEO (2015-Present), Chairman (2018-Present), Resolute Investment Managers, Inc.; Director, Chairman, President and CEO, Resolute Investment Distributors (2017-Present); Director, Chairman, President and CEO; Resolute Investment Services, Inc. (2017-Present); President and CEO, Lighthouse Holdings Parent, Inc. (2009-2015); President, CEO and Director, Lighthouse Holdings, Inc. (2009-2015); Manager, President and CEO, American Private Equity Management, LLC (2012-Present); Director, Chairman, President and CEO, Alpha Quant Advisors, LLC (2016-Present); Director, ARK Investment Management LLC (2016-Present); Director, Shapiro Capital Management LLC (2017-Present); Director, Chairman and CEO, Continuous Capital, LLC (2018-Present); President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Director and President, American Beacon Cayman Transformational Innovation Company, LTD., (2017-2018); President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); President American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Member, Investment Advisory Committee, Employees Retirement System of Texas (2017-Present); Trustee, American Beacon NextShares Trust (2015-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present); Director, Green Harvest Asset Management (2019-Present). |
29 |
Jeffrey K. Ringdahl (44) |
Vice President since 2019 |
Vice President since 2010 |
Vice President since 2017 |
Vice President since 2018 |
Director (2015-Present), President (2018-Present), Chief Operating Officer (2010-Present), Senior Vice President (2013-2018), Vice President (2010-2013), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice Present (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 & COO (2018-Present), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President (2017-Present), Resolute Investment Distributors, Inc.; Director (2017-Present), President & COO (2018-Present), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; Senior Vice President (2017-Present), Vice President (2012-2017), Manager (2015-2018), American Private Equity Management, LLC; Senior Vice President, Lighthouse Holdings Parent, Inc. (2013-2015); Senior Vice President, Lighthouse Holdings, Inc. (2013-2015); Trustee, American Beacon NextShares Trust (2015-Present); Director, Executive Vice President & COO, Alpha Quant Advisors, LLC (2016-Present); Director, Shapiro Capital Management, LLC (2017-Present); Director, Executive Vice President & COO, Continuous Capital, LLC (2018-Present); Director and Vice President, American Beacon Cayman Transformational Innovation Company, Ltd., (2017-Present); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Vice President, American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Director, RSW Investments Holdings LLC, (2019-Present); Director, SSI Investment Management, LLC (2019-Present). |
30 |
31 |
Melinda G. Heika (58) |
Treasurer and Chief Accounting Officer since 2019 |
Treasurer and Chief Accounting Officer since 2010 |
Treasurer and Chief Accounting Officer since 2017 |
Treasurer and Chief Accounting Officer since 2018 |
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); Treasurer and CFO, Resolute Investment Managers, Inc. (2017-Present); Treasurer, Resolute Investment Distributors, Inc. (2017-2017); Treasurer and CFO, Resolute Investment Services, Inc. (2015-Present); Treasurer, Lighthouse Holdings Parent Inc., (2010-2015); Treasurer, Lighthouse Holdings, Inc. (2010-2015); Treasurer, American Private Equity Management, LLC (2012-Present); Treasurer and CFO, Alpha Quant Advisors, LLC (2016-Present); Treasurer and CFO, Continuous Capital, LLC (2018-Present); Treasurer, American Beacon Cayman Transformational Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Treasurer, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present). |
Sonia L. Bates (62) |
Assistant Treasurer since 2019 |
Assistant Treasurer since 2011 |
Assistant Treasurer since 2017 |
Assistant Treasurer since 2018 |
Assistant Treasurer, American Beacon Advisors, Inc. (2011-2018); Assistant Treasurer, Lighthouse Holdings Parent Inc. (2011-2015); Assistant Treasurer, Lighthouse Holdings, Inc. (2011-2015); Assistant Treasurer, American Private Equity Management, LLC (2012-Present); Assistant Treasurer, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-Present); Assistant Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present). |
Christina E. Sears (48) |
Chief Compliance Officer and Assistant Secretary since 2019 |
Chief Compliance Officer since 2004 and Assistant Secretary since 1999 |
Chief Compliance Officer and Assistant Secretary since 2017 |
Chief Compliance Officer and Assistant Secretary since 2018 |
Chief Compliance Officer (2004-Present) and Vice President (2019-Present), American Beacon Advisors, Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Distributors (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-Present); Chief Compliance Officer, RSW Investments Holdings, LLC (2019-Present); Chief Compliance Officer (2016-2019) and Vice President (2016-Present), Alpha Quant Advisors, LLC; Chief Compliance Officer (2018-2019) and Vice President (2018-Present), Continuous Capital, LLC. |
Shelley D. Abrahams (44) |
Assistant Secretary since 2019 |
Assistant Secretary since 2008 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Select Funds (2008-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present). |
Rebecca L. Harris (52) |
Assistant Secretary since 2019 |
Assistant Secretary since 2010 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services (2015-Present); Vice President, Alpha Quant Advisors, LLC (2016-Present); Vice President, Continuous Capital, LLC (2018-Present). |
Teresa A. Oxford (61) |
Assistant Secretary since 2019 |
Assistant Secretary since 2015 |
Assistant Secretary since 2017 |
Assistant Secretary since 2018 |
Assistant Secretary, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-Present); Assistant Secretary, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-Present). |
32 |
CODE OF ETHICS
The Manager, the Trust, the Distributor (as defined below), 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
From time to time, the Fund may own a security whose issuer solicits a proxy vote on certain matters. The Board seeks to ensure that proxies are voted in the best interests of the Fund's shareholders and has delegated proxy voting authority to the Manager. The Manager in turn has delegated proxy voting authority to the sub-advisor with respect to the Fund's assets under the sub-advisor's management. The Trust has adopted a Proxy Voting Policy and Procedures that governs proxy voting by the Manager and sub-advisor, including procedures to address potential conflicts of interest between the Fund's shareholders and the Manager, the sub-advisor or their affiliates. The Board has approved the Manager's proxy voting policies and procedures with respect to Fund assets under the Manager's management. Please see Appendix A for a copy of the Proxy Policy. The sub-advisor's proxy voting policy and procedures are summarized (or included in their entirety) in Appendix B. The Fund's 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 the 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 the Fund. The actions of an entity or person that controls the Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over the Fund or large redemptions by a control person could cause the Fund's other shareholders to pay a higher pro rata portion of the Fund's expenses.
Set forth below are entities or persons that own 5% or more of the outstanding shares of a Class of the Fund as of September 30, 2019. The Trustees and officers of the Trusts, as a group, did not own more than 1% of any classes of the Fund's shares outstanding.
Shareholder Address |
Fund Percentage(listed if over 25%) |
Institutional CLASS |
Investor CLASS |
Y CLASS |
CHARLES SCHWAB & CO INC* |
|
|
41.45% |
10.64% |
SPECIAL CUST A/C |
|
|
|
|
EXCLUSIVE BENEFIT OF CUSTOMERS |
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
211 MAIN ST |
|
|
|
|
SAN FRANCISCO CA 94105-1905 |
|
|
|
|
LPL FINANCIAL* |
|
|
8.57% |
|
FBO CUSTOMER ACCOUNTS |
|
|
|
|
ATTN MUTUAL FUND OPERATIONS |
|
|
|
|
4707 EXECUTIVE DR |
|
|
|
|
SAN DIEGO CA 92121-3091 |
|
|
|
|
TD AMERITRADE INC FOR |
|
|
30.12% |
5.46% |
THE EXCLUSIVE BENEFIT OF OUR CLIENT* |
|
|
|
|
PO BOX 2226 |
|
|
|
|
OMAHA NE 68103-2226 |
|
|
|
|
AMERICAN BEACON ADVISORS |
|
100.00% |
|
|
220 LAS COLINAS BLVD E STE 1200 |
|
|
|
|
IRVING TX 75039-5500 |
|
|
|
|
RAYMOND JAMES ASSOC INC |
|
|
|
9.99% |
FBO HI CARP FIN SEC FUND |
|
|
|
|
KENNETH SPENCE |
|
|
|
|
KYLE CHOCK TTEE |
|
|
|
|
200 N VINEYARD BLVD STE 100 |
|
|
|
|
33 |
HONOLULU HI 96817-3938 |
|
|
|
|
SEI PRIVATE TRUST COMPANY |
29.40% |
|
|
29.56% |
C/O FIRST HAWAIIAN BANK |
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ONE FREEDOM VALLEY DR |
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OAKS PA 19456-9989 |
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WELLS FARGO BANK NA FBO |
25.91% |
|
|
26.04% |
OMNIBUS CASH CASH |
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PO BOX 1533 |
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MINNEAPOLIS MN 55480-1533 |
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* Denotes record owner of Fund shares only
INVESTMENT SUB-ADVISORY AGREEMENT
The Fund's 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 Fund.
Resolute Investment Managers, Inc. ("RIM"), the parent company of the Manager, acquired a majority interest in SSI as of June 1, 2019 (the "Acquisition"). Since the closing of the Acquisition, SSI has been under common control with the Manager and is an "affiliated person" of the Manager within the meaning of Section 2(a)(3) of the Investment Company Act.
The Trust, on behalf of the Fund, and the Manager have entered into an Investment Advisory Agreement with SSI pursuant to which the Fund has agreed to pay SSI an annualized subadvisory fee that is calculated and accrued daily equal to 0.95% for the first $300 million and 0.85% thereafter of the Fund's average daily net assets. The expenses are allocated daily to each class of shares of the Fund based upon the relative proportion of net assets represented by such class. The Investment Advisory Agreement among the sub-advisor, the Manager and the Trust provides for the Trust to pay the sub-advisor the amounts due under the Investment Advisory Agreement directly.
The 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 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 Agreement will continue in effect for an initial period of two years and thereafter 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.
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.
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The Manager is paid a management fee as compensation for providing the Fund with management and administrative services. The expenses are allocated daily to each class of shares of the Fund based upon the relative proportion of net assets represented by such class. The Management Agreement provides for the Manager to receive an annualized management fee based on a percentage of the 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 Fund's 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 the Fund's assets that the sub-advisor determines to be allocated to short-term investments.
The 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 the 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 the 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 the sub-advisor to the investment style of the Fund; fees paid for brokerage commission analysis for the purpose of monitoring best execution practices of the sub-advisor; 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 the Fund in order to maintain competitive expense ratios for the Fund. The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Fund's Board of Trustees. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the 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 the 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.
The Manager and the Trust, on behalf of the Fund, has entered into an Investment Advisory Agreement with the sub-advisor pursuant to which the Fund has agreed to pay the sub-advisor the amounts due under the Investment Advisory Agreement directly.
The following tables show (1) the aggregate management fees paid to the Manager for management and administrative services and the investment advisory fees paid to the sub-advisor, and (2) the investment advisory fees paid to the sub-advisor. Management fees and investment advisory fees are based on average daily net assets from the Fund's commencement of operations, May 20, 2019, through June 30, 2019. The tables below also reflect aggregate fees waived or recouped by the Manager and the sub-advisor, and, separately if applicable, the fees waived or recouped by the sub-advisor. The fees paid to the Manager were equal to 0.35% of the Fund's average daily net assets. In the tables below, the aggregate fees paid to the Manager and the sub-advisor and, separately, the fees paid to the sub-advisor are expressed both as a dollar amount and percentage of a Fund's average daily net assets.
Aggregate Management Fees Paid to American Beacon Advisors, Inc. and Affiliated Sub-advisor Fees (Gross)* |
||
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|
May 20, 2019 to June 30, 2019 |
|
|
$823,660 |
|
|
1.30% |
35 |
Affiliated Sub-advisor Fees (Gross) |
||
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|
May 20, 2019 to June 30, 2019 |
|
|
$601,905 |
|
|
0.95% |
|
|
|
Aggregate Management and Affiliated Sub-Advisor Fees (Waived)/Recouped |
||
|
|
May 20, 2019 to June 30, 2019 |
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|
$(24,393) |
Affiliated Sub-Advisor Fees (Waived)/Recouped |
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|
|
|
May 20, 2019 to June 30, 2019 |
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|
$0 |
* The sub-advisor and the Manager are controlled by Resolute Investment Managers, Inc. Accordingly, the sub-advisor is under common control with the Manager and is an "affiliated person" of the Manager within the meaning of Section 2(a)(3) of the Investment Company Act.
Certain sub-advisors of the Fund or other series of the American Beacon Funds contribute to the Manager to support the Fund's distribution activities.
Service Plan Fees
The Investor Class has adopted a Service Plan. The Service Plan authorizes 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. In addition, the Fund may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and Institutional 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 Y Class, Institutional 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 the Fund's "Other Expenses" in the Table of Fees and Expenses in the Prospectus, will be payable monthly in arrears. The primary expenses expected to be incurred are shareholder servicing, record keeping fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.
Service fees from the Fund's commencement of operations, May 20, 2019, through June 30, 2019 are set forth below:
Service Plan Fees |
|
|
|
|
May 20, 2019 to June 30, 2019 |
Investor Class |
|
$6 |
Securities Lending Fees
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays 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 Fund since it commenced operations.
As of the date of this SAI, the Fund does not intend to engage in securities lending activities.
The SEC has granted exemptive relief that permits the 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 Fund's distributor and principal underwriter of the Fund's shares.
RID, located at 220 East Las Colinas, Blvd., Suite 1200, Irving, Texas 75039, is a registered broker-dealer and is a member of the 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 Fund. The Distributor continually distributes shares of the Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Fund's shares. 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.
There were no underwriting discounts and commissions, compensation on redemptions and repurchases, brokerage commissions or other compensation paid to, or retained by RID from the of the Fund's shares from the Fund's commencement of operations, May 20, 2019, through the fiscal year ended June 30, 2019.
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OTHER SERVICE PROVIDERS
State Street, located at One Lincoln Street, Boston, Massachusetts 02111, serves as custodian for the Fund. In addition to its other duties as custodian, pursuant to an Administrative Services Agreement and instructions given by the Manager, State Street may receive compensation from the Fund for investing certain excess cash balances in designated futures or forwards. State Street also serves as the Fund's 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 the Fund with certain financial reporting and tax services.
DST Asset Manager Solutions, 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 Fund's independent registered public accounting firm is PricewaterhouseCoopers LLP, which is located at 101 Seaport Boulevard, Suite 500, Boston, Massachusetts 02210.
K&L Gates LLP, 1601 K Street, NW, Washington, D.C. 20006, serves as legal counsel to the Fund.
PORTFOLIO MANAGERS
The portfolio managers to the Fund (the "Portfolio Managers") have responsibility for the day-to-day management of accounts other than the Fund. Information regarding these other accounts has been provided by the Portfolio Managers' firm and is set forth below. The number of accounts and assets is shown as of June 30, 2019.
Conflicts of Interest
As noted in the table above, the Portfolio Managers manage accounts other than the Fund. This side-by-side management may present potential conflicts between a Portfolio Manager's management of the Fund's 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 the Fund and other accounts. The information regarding potential conflicts of interest was provided by the sub-advisor as of June 30, 2019.
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 or vehicles for which the Portfolio Managers are responsible 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 the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among 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 provide more revenue to the Sub-Advisor. While this may appear to create additional conflicts of interest for the Portfolio Manager in the allocation of management time, resources and investment opportunities, the Sub-Advisor strives to ensure that Portfolio Managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related impediments, it is the policy of the Sub-Advisor to allocate investment ideas pro rata to all accounts with the same primary investment objective.
The goal of the Sub-Advisor is to provide high quality investment services to all of its clients, while meeting its fiduciary obligations to treat all clients fairly. The Sub-Advisor has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures that it believes address the conflicts associated with managing multiple accounts for multiple clients.
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 June 30, 2019.
Investment professionals of the Sub-Advisor are compensated through a combination of base salary, an annual performance-based bonus, and stock options. The performance-based bonus is based on the investment professional's individual contribution to the product's performance and success of the firm. The Sub-Advisor generally reviews performance over the prior 12 months compared against U.S. 3 Month Treasury Bill. The Sub-Advisor also compares performance against an internal proprietary peer group over the same time period. This peer group includes funds that are market neutral but may not be the same strategy.
Ownership of the Fund
A Portfolio Manager's beneficial ownership of the 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,
37 |
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 under that Portfolio Manager's management as provided by the sub-advisor as of June 30, 2019.
Name of Investment Advisor and Portfolio Managers |
American Beacon SSI Alternative Income Fund |
|
SSI Investment Management LLC |
|
|
George M. Douglas |
$100,001-$500,000 |
|
Dagney M. Hollander |
$10,001 - $50,000 |
|
Alexander W. Volz |
$10,001 - $50,000 |
PORTFOLIO SECURITIES TRANSACTIONS
In selecting brokers or dealers to execute particular transactions, the Manager and the sub-advisor are authorized to 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 the Fund's NAV), and other information provided to the 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 are also authorized to cause the 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 brokerage and research services provided, viewed in terms of that particular transaction or 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) 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, 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 Fund's investment objectives 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, the sub-advisor of the 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. The Fund's turnover rate, or the frequency of portfolio transactions, will vary from year to year depending on market conditions and the Fund's cash flows. High portfolio turnover increases the 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 the 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.
The 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 the Fund. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the 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.
Soft Dollars
From the Fund's commencement of operations on May 20, 2019 through the fiscal year ended June 30, 2019, the Fund did not direct any transactions to brokers for research services.
Brokerage Commissions
From the Fund's commencement of operations on May 20, 2019 through the fiscal year ended June 30, 2019, the following brokerage commissions were paid by the Fund. Shareholders of the Fund bear only their pro-rata portion of such expenses.
American Beacon Fund |
May 20, 2019 to June 30, 2019 |
SSI Alternative Income Fund |
$16,215 |
38 |
Affiliated Brokerage Commissions
From the Fund's commencement of operations on May 20, 2019 through the fiscal year ended June 30, 2019, no brokerage commissions were paid to affiliated brokers by the Fund.
Securities Issued by Top 10 Brokers
The following table lists the Fund's holdings in securities issued by a broker-dealer (or by its parent) that were one of the top ten brokers or dealers, from the Fund's commencement of operations on May 20, 2019 through the fiscal year ended June 30, 2019, through which the Fund executed transactions or sold shares.
Regular Broker-Dealers |
Aggregate Value of Securities (000s) |
Bank of America Corp |
$1,705 |
Wells Fargo & Company |
$1,898 |
Commission Recapture
From the Fund's commencement of operations on May 20, 2019 through the fiscal year ended June 30, 2019, the Fund received $0 as a result of participation in the commission recapture program.
REDEMPTIONS IN KIND
Although the Fund intends to redeem shares in cash, the 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 Fund's net asset value of the Fund during any 90-day period. Redemption in kind is not as liquid as a cash redemption. In addition, to the extent the 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 the Fund will continue to qualify each taxable year as a 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 Fund and its 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 Fund 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 Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
Taxation of the Fund
The Fund intends 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, the 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, 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 Other 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, the 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 the 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
39 |
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 the Fund's income and performance. Furthermore, the 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 the Fund will not qualify as a RIC in any given taxable year.
The 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 October 31 of that year, plus certain other amounts. The 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 the Fund may realize in connection therewith. In general, the Fund's (1) gains from the disposition of foreign currencies and (2) Qualifying Other Income will be treated as qualifying income under the Gross Income Requirement.
Dividends and interest the 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 the Fund's foreign tax in advance, since the amount of its assets to be invested in various countries is not known.
The Fund may invest in the stock of "passive foreign investment companies" ("PFICs"). A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests for a taxable year: (1) at least 75% of its gross income is passive; or (2) an average of at least 50% of the value (or adjusted tax basis, if elected) of its assets produce, or are held for the production of, passive income. Under certain circumstances, the Fund will be subject to federal income tax on a portion of any "excess distribution" it receives on the PFIC stock and of any gain on its disposition of that stock (collectively, "PFIC income"), plus interest thereon, even if the Fund distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Fund's investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders. Fund distributions thereof will not be eligible to be treated as QDI or for the DRD.
If the Fund invests in a PFIC and elects to treat the PFIC as a "qualified electing fund" ("QEF"), then in lieu of incurring the foregoing tax and interest obligation, the Fund would be required to include in income each taxable year its pro rata share of the QEF's annual ordinary earnings and net capital gain — which the Fund likely would have to distribute to satisfy the Distribution Requirement and avoid imposition of the Excise Tax — even if the QEF did not distribute those earnings and gain to the Fund. In most instances, however, it will be very difficult, if not impossible, to make this election because of certain requirements thereof.
Alternatively, the Fund may elect to "mark to market" any stock in a PFIC it owns at the end of its taxable year, in which event it likely would be required to distribute to its shareholders any resulting gains to satisfy the Distribution Requirement and avoid imposition of the Excise Tax. "Marking-to-market," in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market value of the stock over the Fund's adjusted basis therein (including any net mark-to-market gain or loss for each prior taxable year for which an election was in effect) as of the end of that year. Pursuant to the election, the Fund also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Fund included in income for prior taxable years under the election. The Fund's adjusted basis in each PFIC's stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder.
Investors should be aware that determining whether a foreign corporation is a PFIC is a fact-intensive determination that is based on various facts and circumstances and thus is subject to change, and the principles and methodology used therein are subject to interpretation. As a result, the Fund may not be able, at the time it acquires a foreign corporation's stock, to ascertain whether the corporation is a PFIC and a foreign corporation may become a PFIC after the Fund acquires stock therein. While the Fund generally will seek to minimize its investment in PFIC stock, and to make appropriate elections when they are available, to lessen the adverse tax consequences detailed above, there are no guarantees that it will be able to do so, and the Fund reserves the right to make those investments as a matter of its investment policy.
The Fund may invest in one or more LLCs and limited partnerships ("LPs") that will be classified for federal tax purposes as partnerships (and, except as expressly stated below, this discussion assumes that classification). LLCs and LPs in which the Fund may invest may include 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"), which may be a QPTP, which satisfies certain qualifying income requirements, or a non-QPTP, which does not satisfy those requirements.
If an LLC or LP in which the Fund invests is a QPTP, all its net income (regardless of source) will be qualifying income for the Fund under the Gross Income Requirement. The Fund's investment in QPTPs, together with certain other investments, however, may not exceed 25% of the value of its total assets at the end of each quarter of its taxable year in order to satisfy one of the Diversification Requirements.
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With respect to non-QPTPs, (1) if an LLC or LP (including a PTP) is treated for federal tax purposes as a corporation, distributions from it to the Fund might be treated as QDI and eligible for the DRD and disposition of the Fund's interest therein would generate gain or loss from the disposition of a security, or (2) if such an LLC or LP is not treated for those purposes as a corporation, the Fund would be treated as having earned its proportionate share of each item of income the LLC or LP earned. In the latter case, the Fund would be able to treat its share of the entity's income as qualifying income under the Gross Income Requirement only to the extent that income would be such if realized directly by the Fund in the same manner as realized by the LLC or LP. Certain LLCs and LPs (e.g., private funds) in which the Fund may invest may generate income and gains that are not such qualifying income. The Fund will monitor its investments in LLCs and LPs to assure its compliance with the requirements for continued qualification as a RIC.
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 the Fund invests may be subject to Internal Revenue Code section 1256 (collectively, "Section 1256 contracts"). Any Section 1256 contract the 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 the 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 the 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 the 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 the 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 the Fund's section 988 losses exceed its other investment company taxable income for a taxable year, the 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 the 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 the 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) the 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 the Fund expires, it will realize a short-term capital gain equal to the amount of the premium it received for writing the option. When the 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 the 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 the 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, the 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 the 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 the 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 the Fund holds the appreciated financial position unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the 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
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of recognition and amount of the Fund's taxable income or net realized gains and distributions. If the Internal Revenue Service ("IRS") were to assert successfully that income the Fund derives from those investments does not constitute Qualifying Other Income, the Fund might cease to qualify as a RIC (with the consequences described above under "Taxation of the Fund") or might be required to reduce its exposure to such investments.
The Fund may acquire zero coupon or other securities issued with original issue discount ("OID") (such as STRIPS). As a holder of those securities, the Fund must include in its gross income the OID that accrues on them during the taxable year, even if it receives no corresponding payment on them during the year. Similarly, the Fund must include in its gross income each taxable year securities it receives as "interest" on pay-in-kind securities. Because the Fund annually must distribute substantially all of its investment company taxable income, including any accrued OID and other non-cash income (such as that "interest"), to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, it may be required in a particular taxable year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions will be made from the Fund's cash assets or from the proceeds of sales of its portfolio securities, if necessary. The Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
Taxation of the Fund's Shareholders
General - Dividends and other distributions the 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 the 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 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 the 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 the Fund who, for a taxable year, has 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 the 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 the 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 Fund's default method) must elect to do so in writing, which may be electronic. The basis determination method the 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, the 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 -The 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 the 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
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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 the Fund pays to a shareholder who is a non-resident 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 the 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 the 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 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 the 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 the 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 the 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 the Fund.
Income From Investments in REITs and MLPs -The Fund may invest in the equity securities of corporations or other entities that invest in U.S. real property, including REITs. The sale of a U.S. real property interest by a REIT or "United States real property holding corporation" (as defined in the Internal Revenue Code) in which the Fund invests may trigger special tax consequences to the Fund's non-U.S. shareholders, who are urged to consult their tax advisers regarding those consequences.
The Fund may invest in REITs that (1) hold residual interests in real estate mortgage investment conduits ("REMICs") or (2) engage in mortgage securitization transactions that cause the REITs to be taxable mortgage pools ("TMPs") or have a qualified REIT subsidiary that is a TMP. A part of the net income allocable to REMIC residual interest holders may be an "excess inclusion." The Internal Revenue Code authorizes the issuance of regulations dealing with the taxation and reporting of excess inclusion income of REITs and RICs that hold residual REMIC interests and of REITs, or qualified REIT subsidiaries, that are TMPs. Although those regulations have not yet been issued, the U.S. Treasury and the IRS issued a notice in 2006 ("Notice") announcing that, pending the issuance of further guidance (which has not yet been issued), the IRS would apply the principles in the following paragraphs to all excess inclusion income, whether from REMIC residual interests or TMPs.
The Notice provides that a REIT must (1) determine whether it or its qualified REIT subsidiary (or a part of either) is a TMP and, if so, calculate the TMP's excess inclusion income under a "reasonable method," (2) allocate its excess inclusion income to its shareholders generally in proportion to dividends paid, (3) inform shareholders that are not "disqualified organizations" (i.e., governmental units and tax-exempt entities that are not subject to tax on their "unrelated business taxable income" ("UBTI")) of the amount and character of the excess inclusion income allocated thereto, (4) pay tax (at the highest federal income tax rate imposed on corporations, currently 21%) on the excess inclusion income allocable to its shareholders that are disqualified organizations, and (5) apply the withholding tax provisions with respect to the excess inclusion part of dividends paid to foreign persons without regard to any treaty exception or reduction in tax rate. Excess inclusion income allocated to certain tax-exempt entities (including qualified retirement plans, IRAs, and public charities) constitutes UBTI to them.
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A RIC with excess inclusion income is subject to rules identical to those in clauses (2) through (5) above (substituting "that are nominees" for "that are not ‘disqualified organizations'" in clause (3) and inserting "record" after "its" in clause (4)). The Notice further provides that a RIC is not required to report the amount and character of the excess inclusion income allocated to its shareholders that are not nominees, except that (1) a RIC with excess inclusion income from all sources that exceeds 1% of its gross income must do so and (2) any other RIC must do so by taking into account only excess inclusion income allocated to the RIC from REITs the excess inclusion income of which exceeded 3% of its dividends. The Fund will not invest directly in REMIC residual interests and does not intend to invest in REITs that, to its knowledge, invest in those interests or are TMPs or have a qualified REIT subsidiary that is a TMP.
After calendar year-end, REITs can and often do change the category (e.g., ordinary income dividend, capital gain distribution, or "return of capital") of one or more of the distributions they have made during that year, which would result at that time in the Fund, if it held shares in such a REIT during that year, also having to re-categorize some of the distributions it made to its shareholders. These changes would be reflected in your annual Form 1099, together with other tax information. Those forms generally will be distributed to you in February of each year, although the Fund may, in one or more years, request from the IRS an extension of time to distribute those forms until mid-March to enable it to receive the latest information it can from the REITs in which it invests and thereby accurately report that information to you on a single form (rather than having to send you an amended form).
Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Internal Revenue Code generally allows individuals and certain other non-corporate entities a deduction for 20% of (1) "qualified REIT dividends" and (2) "qualified publicly traded partnership income" (such as income from MLPs). Recently issued proposed Treasury regulations (having current effect) permit a RIC to pass the character of its qualified REIT dividends through to its shareholders provided certain holding period requirements are met. As a result, a shareholder in the Fund will be eligible to receive the benefit of the same 20% deduction with respect to the Fund's REIT-based dividends as is available to an investor who directly invests in REITs. There currently is no similar pass-through of the 20% deduction with respect to a RIC's qualified publicly traded partnership income.
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 the Fund based on their particular circumstances. The Fund does not expect 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 the 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 (for example, 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 Institutional Class with an initial investment of less than $250,000: (i) employees of the Manager, or its parent company 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 Institutional Class upon termination of the class of shares in which the shareholders were originally invested is also eligible for purchasing shares of the Institutional 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 Institutional and Y Classes were created to manage money for large institutional investors, including pension and 401(k) plans.
FINANCIAL STATEMENTS
Investors in the Fund will be informed of the Fund's progress through periodic reports. Financial statements that will be subject to audit by an independent registered public accounting firm will be submitted to shareholders at least annually.
The Fund has adopted the financial statements of the Acquired SSI Fund. Those financial statements were audited by another registered public accounting firm and are incorporated by reference to the Acquired SSI Fund's Annual Report to Shareholders dated March 31, 2018, and the Acquired SSI Fund's unaudited financial statements for the six months ended September 30, 2018 are incorporated by reference to the Acquired SSI Fund's Semi-Annual Report to Shareholders dated September 30, 2018.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has been appointed to serve as an independent registered public accounting firm for the Fund to audit and report on the Fund's 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. The audited financial statements are incorporated by reference to the American Beacon Funds' Annual Report to Shareholders of the Fund for the fiscal year ended June 30, 2019.
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APPENDIX A
AMERICAN BEACON ADVISORS, INC.
SUMMARY OF PROXY VOTING POLICY AND PROCEDURES
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to secure the best long-term interests of the advisory clients of American Beacon Advisors, Inc. ("AmBeacon"). AmBeacon's proxy voting policies and procedures are designed to implement AmBeacon's duty to vote proxies in clients' best interests. Given that AmBeacon manages portfolios that invest solely in fixed-income securities, the only securities for which we expect to receive proxies are money market mutual funds. As such, the proxy voting policies and procedures set forth voting guidelines for the proxy issues and proposals common to money market funds.
For routine proposals that will not change the structure, bylaws or operations of the money market fund, AmBeacon's policy is to support management; however, each proposal will be considered individually focusing on the financial interests of the client portfolio. Non-routine proposals, such as board elections, advisory contract and distribution plan approvals, investment objective changes, and mergers, will generally be reviewed on a case-by-case basis with AmBeacon first and foremost considering the effect of the proposal on the portfolio.
Items to be evaluated on a case-by-case basis and proposals not contemplated in the policies set forth above will be assessed by AmBeacon. In these situations, AmBeacon will use its judgment to vote in the best interest of the client portfolio. For all proposals, especially controversial or case-by-case evaluations, AmBeacon will be responsible for individually identifying significant issues that could impact the investment performance of the portfolio.
AmBeacon manages portfolios for the American Beacon Funds, the American Beacon Select Funds, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). AmBeacon may invest a Fund in shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund solicits a proxy for which another Fund is entitled to vote, AmBeacon's interests as manager of the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, AmBeacon will vote the Fund's shares in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
AMERICAN BEACON FUNDS
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON INSTITUTIONAL FUNDS TRUST
AMERICAN BEACON SOUND POINT ENHANCED INCOME FUND
AMERICAN BEACON APOLLO TOTAL RETURN FUND
PROXY VOTING POLICY AND PROCEDURES
Last Amended February 28, 2018
Preface
Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion to secure the best long-term interests of shareholders of the American Beacon Funds ("Beacon Funds"), the American Beacon Select Funds ("Select Funds"), the American Beacon Institutional Funds Trust ("Institutional Funds"), the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund (collectively, the "Funds"). Therefore, this Proxy Voting Policy and Procedures (the "Policy") have been adopted by the Funds.
The Funds are managed by American Beacon Advisors, Inc. (the "Manager"). The Manager may allocate discrete portions of the Funds among sub-advisors, and the Manager may directly manage all or a portion of the assets of certain Funds. The Funds' respective Boards of Trustees have delegated proxy voting authority to the Manager. The Manager has in turn delegated proxy voting authority to each sub-advisor with respect to the sub-advisor's respective portion of the Fund(s) under management, but the Manager has retained the authority to override a proposed proxy voting decision by a sub-advisor. For the securities held in their respective portion of each Fund, the Manager and the sub-advisors make voting decisions pursuant to their own proxy voting policies and procedures, which have been adopted by the applicable Fund and approved by the applicable Fund's Board of Trustees.
Conflicts of Interest
The Board of Trustees seeks to ensure that proxies are voted in the best interests of Fund shareholders. For certain proxy proposals, the interests of the Manager, the sub-advisors and/or their affiliates may differ from Fund shareholders' interests. To avoid the appearance of impropriety and to fulfill their fiduciary responsibility to shareholders in these circumstances, the Manager and the sub-advisors are required to establish procedures that are reasonably designed to address material conflicts between their interests and those of the Funds.
When a sub-advisor deems that it is conflicted with respect to a voting matter, its policy may call for it to seek voting instructions from the client. The Manager is authorized by the Boards of Trustees to consider any such matters and provide voting instructions to the sub-advisor, unless the Manager has determined that its interests are conflicted with Fund shareholders with respect to the voting matter. In those instances, the Manager will instruct the sub-advisor to vote in accordance with the recommendation of a third-party proxy voting advisory service.
Each Fund can invest in the shares of the American Beacon U.S. Government Money Market Select Fund. If the American Beacon U.S. Government Money Market Select Fund issues a proxy for which another Fund is entitled to vote, the Manager's interests regarding the American Beacon U.S. Government Money Market Select Fund might appear to conflict with the interests of the shareholders of the other Fund. In these cases, the Manager will vote in accordance with the Select Funds' Board of Trustees' recommendations in the proxy statement.
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If the methods for addressing conflicts of interest, as described above, are deemed by the Manager to be unreasonable due to cost, timing or other factors, then the Manager may decline to vote in those instances.
Securities on Loan
With respect to the Funds that engage in securities lending, the Manager shall engage a proxy voting service to notify the Manager before the record date about the occurrence of future shareholder meetings, as feasible. The Manager will determine whether or not to recall shares of the applicable security that are on loan with the intent of the Manager or the sub-advisor, as applicable, voting such shares. The Manager's determination shall be based on factors which may include the nature of the meeting (i.e., annual or special), the percentage of the proxy issuer's outstanding securities on loan, any other information regarding the proxy proposals of which the Manager may be aware, and the loss of securities lending income to a Fund as a result of recalling the shares on loan.
Recordkeeping
The Manager and the sub-advisors shall maintain records of all votes cast on behalf of the Funds. Such documentation will include the firm's proxy voting policies and procedures, company reports provided by proxy voting advisory services, additional information gathered by the Manager or sub-advisor that was material to reaching a voting decision, and communications to the Manager regarding any identified conflicts. The Manager and the sub-advisors shall maintain voting records in a manner to facilitate the Funds' production of the Form N-PX filing on an annual basis.
Disclosure
The Manager will coordinate the compilation of the Funds' proxy voting record for each year ended June 30 and file the required information with the SEC via Form N-PX by August 31. The Manager will include a summary of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, in each Fund's Statement of Additional Information ("SAI"). In each Fund's annual and semi-annual reports to shareholders, the Manager will disclose that a description of the Policy and the proxy voting policies and procedures of the Manager and the sub-advisors, as applicable, is a) available upon request, without charge, by toll-free telephone request, b) on the Funds' website (if applicable), and c) on the SEC's website in the SAI. The SAI and shareholder reports will also disclose that the Funds' proxy voting record is available by toll-free telephone request (or on the Funds' website) and on the SEC's website by way of the Form N-PX. Within three business days of receiving a request, the Manager will send a copy of the policy description or voting record by first-class mail.
Manager Oversight
The Manager shall review a sub-advisor's proxy voting policies and procedures for compliance with this Policy and applicable laws and regulations prior to initial delegation of proxy voting authority and on at least an annual basis thereafter.
Board Reporting
On at least an annual basis, the Manager will present a summary of the voting records of the Funds to the Boards of Trustees for their review. The Manager will notify the Boards of Trustees of any material changes to its proxy voting policies and procedures.
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APPENDIX B
SSI INVESTMENT MANAGEMENT LLC
PROXY VOTING POLICIES AND PROCEDURES STATEMENT
This Statement of Policies and Procedures (this "Statement") sets forth the policies and procedures of SSI Investment Management LLC (the "Firm") with respect to proxy voting. This Statement does not attempt to describe every regulatory and compliance requirement applicable to proxy voting, but rather summarizes some of the issues involved and establishes general rules and procedures. Although this Statement expressly addresses proxy voting, the policies and procedures set forth herein apply to any solicitation of votes with respect to securities held in a Discretionary Account (as defined below), such as, for example, the solicitation of the holders of fixed income securities to a proposed restructuring.
A. Certain Definitions
"Client" means any person (including any Investment Fund) to which or for whom the Firm provides investment advisory services.
"Discretionary Account" means the investment portfolio of any Client with respect to which that Client has granted the Firm
(a) discretionary proxy voting authority, or (b) discretionary investment authority without expressly retaining proxy voting
authority. All Investment Funds are Discretionary Accounts.
"Investment Fund" means any United States or non-United States investment fund or pool of which the Firm serves as general
partner, managing member or investment adviser or in a similar capacity.
"Non-Discretionary Account" means the investment portfolio of any Client with respect to which that Client (a) has granted
the Firm discretionary investment authority but has expressly retained proxy voting authority, or (b) has not granted the
Firm discretionary investment authority or discretionary proxy voting authority.
"Proxy Control Associate" means the person responsible for overseeing the adherence to the policies and procedures related
to proxy voting.
B. Use of Proxy Voting Service
The Firm has retained the services of Institutional Shareholder Services "ISS", which provides research and recommendations on proxy voting issues. Institutional Shareholder Services has authority to vote the proxies for each Discretionary Account, in accordance with the Proxy Voting Policies set forth below.
From time to time, SSI reviews the policies and procedures that Institutional Shareholder Services has adopted and implemented to insulate Institutional Shareholder Services' voting recommendations from incentives to vote the proxies to further their relationships with issuers.
C. Discretionary Accounts
For all accounts SSI has voting authority, the Firm will instruct each custodian for a Discretionary Account to deliver to Institutional Shareholder Services all proxy solicitation materials received with respect to that Discretionary Account. Institutional Shareholder Services will review the securities held in its Discretionary Accounts on a regular basis to confirm that Institutional Shareholder Services receives copies of all proxy solicitation materials concerning such securities. The Firm, through Institutional Shareholder Services, will vote all proxies on behalf of Discretionary Accounts after carefully considering all proxy solicitation materials and other available facts. The Firm has instructed Institutional Shareholder Services to make all voting decisions on behalf of a Discretionary Account based solely on the determination of the best interests of that Discretionary Account.
The Firm will use reasonable efforts to respond to each proxy solicitation by the deadline for such response. The Proxy Control Associate may designate an appropriate employee of the Firm to be responsible for ensuring that all proxy statements are received and that the Firm responds to them in a timely manner. 1. Company Information. The Firm, through Institutional Shareholder Services, will review all proxy solicitation materials it receives concerning securities held in a Discretionary Account. Institutional Shareholder Services evaluates all such information and may seek additional information from the party soliciting the proxy and independent corroboration of such information when Institutional Shareholder Services considers it appropriate and when it is reasonably available.
2. Proxy Voting Policies
a) The Firm will vote FOR a proposal when it believes that the proposal serves the best interests of the Discretionary Account whose proxy is solicited because, on balance, the following factors predominate:
(i) the proposal has a positive economic effect on shareholder value;
(ii) the proposal poses no threat to existing rights of shareholders;
(iii) the dilution, if any, of existing shares that would result from approval of the proposal is warranted by the benefits of the proposal; and
(iv) the proposal does not limit or impair accountability to shareholders on the part of management and the board of directors.
b) The Firm will vote AGAINST a proposal if it believes that, on balance, the following factors predominate:
(i) the proposal has an adverse economic effect on shareholder value;
(ii) the proposal limits the rights of shareholders in a manner or to an extent that is not warranted by the benefits of the proposal;
(iii) the proposal causes significant dilution of shares that is not warranted by the benefits of the proposal;
(iv) the proposal limits or impairs accountability to the shareholders on the part of management or the board of directors; or
(v) the proposal is a shareholder initiative that the Firm believes wastes time and resources of the company or reflects the grievance of one individual.
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c) The Firm will ABSTAIN from voting proxies when the Firm believes that it is appropriate. Usually, this occurs when the Firm believes that a proposal holds negative but nonquantifiable implications for shareholder value but may express a legitimate concern.
d) From time to time, ISS provides to the Firm more detailed proxy voting guidelines, in accordance with this section C(2), the most recent version of which SSI maintains and will be followed by ISS when voting proxies.
3. Conflicts of Interest. Due to the size and nature of the Firms' operations and the Firm's limited affiliations in the securities industry, the Firm does not expect that material conflicts of interest will arise between the Firm and a Discretionary Account over proxy voting. The Firm recognizes, however, that such conflicts may arise from time to time, such as, for example, when the Firm or one of its affiliates has a business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re appointment as a director of a company. If a material conflict of interest arises, the Firm will vote all proxies in accordance with section C(2). The Firm will not place its own interests ahead of the interests of its Discretionary Accounts in voting proxies. When voting proxies, the Firm does not consider any conflicts of interest that any other affiliate of a client (such as another service provider to an investment company client) may have. If the Firm determines that the proxy voting policies in section C(2) do not adequately address a material conflict of interest related to a proxy, the Firm will provide the affected Client with copies of all proxy solicitation materials received by the Firm with respect to that proxy, notify that Client of the actual or potential conflict of interest and of the Firm's intended response to the proxy request (which response will be in accordance with the policies set forth in section C(2)), and request that the Client consent to the Firm's intended response. With respect to any Investment Fund of which the Firm serves as manager or general partner or in a similar capacity, the Firm will provide the foregoing notices to all investors in the Investment Fund and request the consent of a majority in interest of such investors. If the Client (or a majority in interest of the investors in an Investment Fund) consents to the Firm's intended response or fails to respond to the notice within a reasonable period of time specified in the notice, the Firm will vote the proxy as described in the notice. If the Client (or a majority in interest of the investors in an Investment Fund) objects to the Firm's intended response, the Firm will vote the proxy as directed by the Client (or a majority in interest of the investors in an Investment Fund).
4. Shareholder Proposals by the Firm. The Firm will submit a shareholder proposal on behalf of an Investment Fund only if the Firm believes that the proposal would provide a substantial overall benefit to the Investment Fund. The Firm will submit a shareholder proposal on behalf of any other Discretionary Account only at the request of the Discretionary Account Client or with that Client's prior written consent. The Firm will vote any shares in a Discretionary Account on behalf of a proposal submitted by the Firm in accordance with sections C(2), unless otherwise directed by the Discretionary Account Client.
5. Proxy Vote Summaries. At the request of a Discretionary Account Client or an investor in an Investment Fund (other than an Investment Fund that is registered as an investment company with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "ICA")(such Investment Fund a "Registered Fund")), the Firm will provide that person with a report summarizing all proxy solicitations the Firm received with respect to that Discretionary Account during the period requested by that person and the action taken by the Firm on each such proxy. Regarding the proxy votes in respect of the portfolio securities in a Registered Fund, the Firm will provide that Registered Fund with the information required to be disclosed by that Registered Fund pursuant to Rule 30b1-4 of the ICA and SEC Form N-PX promulgated thereunder, including:
a) The name of the issuer of the portfolio security;
b) The exchange ticker symbol of the portfolio security;
c) The Council on Uniform Securities Identification Procedures number for the portfolio security (unless not available through reasonably practical means, e.g., in the case of certain foreign issuers);
d) The shareholder meeting date;
e) A brief identification of the matter voted on;
f) Whether the matter was proposed by the issuer or by a security holder;
g) Whether the registrant cast its vote on the matter;
h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
i) Whether the registrant cast its vote for or against management.
D. Non-Discretionary Accounts.
The Firm promptly will forward any proxy solicitation materials concerning securities held in a Non-Discretionary Account that the Firm receives at least five business days before the applicable proxy voting deadline to the appropriate Client. The Firm will vote any such proxy as directed by that Client. At a Client's request, the Firm may, but is not obligated to, advise that Client with respect to the voting of any proxy. No advice concerning the voting of any proxy may be provided to any Client unless such advice has been approved by the Proxy Control Associate.
E. Records
The Firm will keep a copy of (a) each proxy statement it receives regarding securities held in Discretionary Accounts, (b) a record of each vote cast by the Firm with respect to securities in each Discretionary Account, (c) any document created by the Firm that is material to the Firm's decision on voting a proxy or that describes the basis for that decision, (d) each written request from a Discretionary Account Client or an investor in an Investment Fund (other than a registered Fund) for information about how the Firm votes proxies of that Discretionary Account or Investment Fund, (e) each written response by the Firm to any oral or written request from a Discretionary Account Client or an investor in an Investment Fund other than a Registered Fund for such information and (f) with respect to a Registered Fund the information required by section C(5) hereof. The Firm may delegate to a third party the duty to keep the records identified in sections C(5) and E if that third party agrees to furnish such records to the Firm and, with respect to any records pertaining to any Registered Fund, to that Registered Fund, promptly on request, and agrees that such records pertaining to the Registered
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Fund proxy voting are the property of the Firm and that Registered Fund. Each such record will be maintained by the Firm or such third party for at least six years from the end of the fiscal year during which the last entry is made in that record, and for the first two years in the Firm's office (or such third party's office, as the case may be). The Firm or such third party may elect not to keep a copy of a proxy statement if it can obtain such statement electronically via the SEC's EDGAR system.
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APPENDIX C
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 — The 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, subject to the lowest level of credit risk. Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. Obligations rated A are considered upper-medium grade and are subject to low credit risk. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade 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 are subject to high credit risk. Obligations rated Caa are judged to be of poor standing and are 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.
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. The obligor's capacity to meet its financial commitment 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 commitment 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 commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
S&P Global ratings of BB, B, CCC, CC, and C are considered below investment grade and 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 exposures 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 commitment 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 commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment 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 commitment 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 commitment 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 to 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 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 exchange offer. NR indicates that a rating has not been assigned or is no longer assigned.. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major 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 default risk. They are assigned only in case 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 default 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 default 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 and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
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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 default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Obligations rated B are deemed to be highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. Obligations rated CCC indicate, for issuers and performing obligations, default is a real possibility. Obligations rated CC indicate, for issuers and performing obligations, default of some kind appears probable. Obligations rated C indicate exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. 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 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) 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 which 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. "Imminent" default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future. 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.
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 and MIG/VMIG 3. The MIG/VMIG 1 rating denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. The MIG/VMIG 2 rating denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. The MIG/VMIG 3 rating 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 rating 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 exchange offer, 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 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 denotes an issuer (or supporting institution) that has a strong ability to repay short-term debt obligations. The rating P-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 denotes an issuer (or supporting institutions) 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.A short-term obligation rated A-1 is rated in the highest category by S&P Global. The obligor's capacity to meet its financial commitment 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 commitment 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 higher rating categories. However, the obligor's capacity to meet its financial commitment 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 lead to a weakened capacity of the obligor to meet its financial commitment 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 commitment; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitment 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 commitment 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
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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 exchange offer.
Fitch Ratings' short-term ratings have a time horizon of less than 13 months for most obligations, or up to three years for US public finance markets. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. A rating of F1 denotes an obligation of the highest credit quality. It indicates the strongest 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 credit quality. It indicates a satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings. A rating of F3 denotes fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non-investment grade. A rating of B denotes an obligation that is speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions. A rating of C denotes a high default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. 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. A rating of D indicates an entity or sovereign that has defaulted on all of its financial obligations.
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APPENDIX D
GLOSSARY
|
|
Act |
Tax Cuts and Jobs Act enacted in December 2017 |
ADRs |
American Depositary Receipts |
Advisers Act |
Investment Advisers Act of 1940, as amended. |
American Beacon or the Manager
|
American Beacon Advisors, Inc. |
BDCs |
Business Development Companies |
Beacon Funds |
American Beacon Funds |
Board |
Board of Trustees |
Brexit |
The United Kingdom's departure from the European Union. |
CCO |
Chief Compliance Officer |
CFTC |
U.S. 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 of most or all of a Fund's net investment income |
Dodd-Frank Act |
Dodd-Frank Wall Street Reform and Consumer Protection Act |
EMU |
The European Union’s Economic and Monetary Union |
ETF |
Exchange-Traded Fund |
ETN |
Exchange-Traded Note |
EU |
European Union |
FINRA |
Financial Industry Regulatory Authority, Inc. |
Floaters |
Floating rate debt instruments |
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 |
Management Agreement |
The Fund’s Management Agreement with the Manager. |
Manager |
American Beacon Advisors, Inc. |
MLP |
Master Limited Partnership |
Moody's |
Moody’s Investors Service, Inc. |
NAV |
net asset value |
NDF |
Non-deliverable foreign currency forward contracts |
NDO |
Non-deliverable Option |
NYSE |
New York Stock Exchange |
OTC |
Over-the-Counter |
Proxy Policy |
Proxy Voting Policy and Procedures |
QDI |
Qualified Dividend Income |
REIT |
Real Estate Investment Trust |
REMICs |
Real Estate Mortgage Investment Conduits |
RIC |
Regulated Investment Company |
S&P Global |
S&P Global Ratings |
SAI |
Statement of Additional Information |
SEC |
U.S. Securities and Exchange Commission |
Securities Act |
Securities Act of 1933, as amended |
State Street |
State Street Bank and Trust Co. |
STRIPS |
Separately traded registered interest and principal securities |
D-1 |
Trust |
An open-end management investment company |
Trustee Retirement Plan |
Trustee Retirement and Trustee Emeritus and Retirement Plan |
UK |
United Kingdom |
D-2 |
PART C. OTHER INFORMATION
Item 28. | Exhibits |
(a) | (1) | Amended and Restated Declaration of Trust, dated August 20, 2019 – (filed herewith) | |
(2) | Certificates of Designation for American Beacon AHL Managed Futures Fund, American Beacon Bahl & Gaynor Small Cap Growth Fund, American Beacon Crescent Short Duration High Income Fund, and American Beacon Global Evolution Frontier Markets Income Fund are incorporated by reference to Post-Effective Amendment No. 208, filed December 19, 2014 (“PEA No. 208”) | ||
(3) | Certificates of Designation for American Beacon Bridgeway Large Cap Growth Fund and American Beacon Sound Point Floating Rate Income Fund, is incorporated by reference to Post-Effective Amendment No. 239, filed December 23, 2015 (“PEA No. 239”) | ||
(4) | Certificate of Designation for American Beacon Garcia Hamilton Quality Bond Fund, is incorporated by reference to Post-Effective Amendment No. 253, filed April 1, 2016 (“PEA No. 253”) | ||
(5) | Certificate of Designation for American Beacon GLG Total Return Fund, is incorporated by reference to Post-Effective Amendment No. 258, filed May 19, 2016 (“PEA No. 258”) | ||
(6) | Certificate of Designation for American Beacon ARK Disruptive Innovation Fund, is incorporated by reference to Post-Effective Amendment No. 266, filed November 9, 2016 (“PEA No. 266”) | ||
(7) | Certificate of Designation for American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, and American Beacon Alpha Quant Value Fund, is incorporated by reference to Post-Effective Amendment No. 283, filed March 17, 2017 (“PEA No. 283”) | ||
(8) | Certificate of Designation for American Beacon TwentyFour Strategic Income Fund, is incorporated by reference to Post-Effective Amendment No. 286, filed March 30, 2017 (“PEA No. 286”) | ||
(9) | Certificate of Designation for American Beacon ARK Transformational Innovation Fund, is incorporated by reference to Post-Effective Amendment No. 291, filed May 26, 2017 (“PEA No. 291”) | ||
(10) | Certificate of Designation for American Beacon Shapiro Equity Opportunities Fund and American Beacon Shapiro SMID Cap Equity Fund, is incorporated by reference to Post-Effective Amendment No. 297, filed September 11, 2017 (“PEA No. 297”) | ||
(11)(A) |
Certificate of Designation for American Beacon Continuous Capital Emerging
Markets Value Fund, dated June 6, 2018, is incorporated by reference to Post-Effective Amendment No. 317, filed July 31, 2018 (“PEA No. 317”) |
(11)(B) | Certificate of Designation for American Beacon Continuous Capital Emerging Markets Fund, dated November 5, 2018, is incorporated by reference to Post-Effective Amendment No. 329, filed December 17, 2018 (“PEA No. 329”) | ||
(12) | Certificate of Designation for American Beacon Frontier Markets Income Fund, is incorporated by reference to PEA No. 317 | ||
(13) | Certificate of Designation for American Beacon AHL TargetRisk Fund, dated June 6, 2018, is incorporated by reference to Post-Effective Amendment No. 348, filed April 30, 2019 (“PEA No. 348”) | ||
(14) | Certificate of Designation for American Beacon Tocqueville International Value Fund and American Beacon AHL TargetRisk Fund, dated September 18, 2018, is incorporated by reference to Post-Effective Amendment No. 321, filed October 17, 2018 (“PEA No. 321”) | ||
(15) | Certificate of Designation for American Beacon SSI Alternative Income Fund, dated March 5, 2019, is incorporated by reference to PEA No. 348 | ||
(b) | Amended and Restated Bylaws, effective as of August 20, 2019 – (filed herewith) | ||
(c) | Rights of holders of the securities being registered are contained in Articles III, VIII, X, XI and XII of the Registrant’s Declaration of Trust and Articles II, III, VI, VII and VIII of the Registrant’s Bylaws | ||
(d) | (1)(A) | Management Agreement by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated April 4, 2016, is incorporated by reference to PEA No. 258 | |
(1)(B) | Amendment to Management Agreement by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated June 23, 2016, is incorporated by reference to Post-Effective Amendment No. 269, filed December 23, 2016 (“PEA No. 269”) | ||
(1)(C) | Eleventh Amendment to Management Agreement by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated April 22, 2019, is incorporated by reference to PEA No. 348 | ||
(1)(D) | Management Agreement between American Beacon Cayman Managed Futures Strategy Fund, Ltd. and American Beacon Advisors, Inc., dated April 30, 2015, is incorporated by reference to PEA No. 269 | ||
(1)(E) | Management Agreement between American Beacon Cayman TargetRisk Company, Ltd. and American Beacon Advisors, Inc., dated December 31, 2018, is incorporated by reference to Post-Effective Amendment No. 341, filed January 18, 2019 (“PEA No. 341”) | ||
(2)(A)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Barrow, Hanley, Mewhinney & Strauss, Inc., dated April 30, 2015, is incorporated by reference to Post-Effective Amendment No. 231, filed October 1, 2015 (“PEA No. 231”) |
(2)(A)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Barrow, Hanley, Mewhinney & Strauss, Inc., dated June 8, 2017, is incorporated by reference to PEA No. 306 | ||
(2)(B) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Brandywine Global Investment Management, LLC, with respect to the American Beacon Large Cap Value Fund, American Beacon Small Cap Value Fund, and American Beacon Balanced Fund, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(C)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Causeway Capital Management LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(C)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Causeway Capital Management LLC, dated January 1, 2016 – (filed herewith) | ||
(2)(D)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Foundry Partners, LLC, dated June 20, 2016, is incorporated by reference to PEA No. 262 | ||
(2)(D)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Foundry Partners, LLC, dated January 1, 2018 – (filed herewith) | ||
(2)(E)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Hotchkis and Wiley Capital Management LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(E)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Hotchkis and Wiley Capital Management LLC, dated September 13, 2017 – (filed herewith) | ||
(2)(F) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Lazard Asset Management LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(G) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Pzena Investment Management, LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(H) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Templeton Investment Counsel, LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(I) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Zebra Capital Management, LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 |
(2)(J) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Strategic Income Management, LLC, dated August 31, 2015 – (filed herewith) | ||
(2)(K) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Massachusetts Financial Services Company, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(L)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Stephens Investment Management Group, LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(L)(ii) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Stephens Investment Management Group, LLC, dated July 1, 2018 – (filed herewith) | ||
(2)(L)(iii) | Second Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Stephens Investment Management Group, LLC, dated September 1, 2019 – (filed herewith) | ||
(2)(M)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Bridgeway Capital Management, Inc., dated April 30, 2015, is incorporated by reference to Post-Effective Amendment No. 228, filed August 28, 2015 | ||
(2)(M)(ii) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Bridgeway Capital Management, Inc., dated January 28, 2016, is incorporated by reference to Post-Effective Amendment No. 245, filed February 4, 2016 | ||
(2)(N) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and The London Company of Virginia, LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(O) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Acadian Asset Management LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(P) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors Inc., and Global Evolution USA, LLC, dated June 28, 2018, is incorporated by reference to PEA No. 317 | ||
(2)(Q)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and AHL Partners LLP, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(Q)(ii) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and AHL Partners LLP, dated November 7, 2018, is incorporated by reference to Post-Effective Amendment No. 331, filed December 21, 2018 (“PEA No. 331”) |
(2)(R) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Bahl & Gaynor, Inc., dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(S) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Crescent Capital Group LP, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(T)(i) | Investment Advisory Agreement among American Beacon Cayman Managed Futures Strategy Fund, Ltd., American Beacon Advisors, Inc., and AHL Partners LLP, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(T)(ii) | First Amendment to Investment Advisory Agreement among American Beacon Cayman Managed Futures Strategy Fund, Ltd., American Beacon Advisors, Inc., and AHL Partners LLP, dated November 7, 2018, is incorporated by reference to PEA No. 331 | ||
(2)(U) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Hillcrest Asset Management, LLC, dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(V) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Sound Point Capital Management, L.P., dated December 9, 2015, is incorporated by reference to Post-Effective Amendment No. 237, filed December 9, 2015 (“PEA No. 237”) | ||
(2)(W) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and WEDGE Capital Management, L.L.P., dated April 30, 2015, is incorporated by reference to PEA No. 231 | ||
(2)(X) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Garcia Hamilton & Associates, L.P., dated March 29, 2016, is incorporated by reference to PEA No. 258 | ||
(2)(Y)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and GLG LLC, dated May 1, 2016, is incorporated by reference to PEA No. 258 | ||
(2)(Y)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and GLG LLC, dated November 6, 2018 – (filed herewith) | ||
(2)(Z) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and ARK Investment Management LLC, dated January 23, 2017 is incorporated by reference to Post-Effective Amendment No. 275, filed January 25, 2017 (“PEA No. 275”) | ||
(2)(AA)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Alpha Quant Advisors, LLC, dated March 22, 2017 is incorporated by reference to PEA No. 283 |
(2)(AA)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Alpha Quant Advisors, LLC, dated April 19, 2018 – (filed herewith) | ||
(2)(AA)(iii) | Second Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Alpha Quant Advisors, LLC, dated June 10, 2019 – (filed herewith) | ||
(2)(BB)(i) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and TwentyFour Asset Management (US) LP, dated April 3, 2017, is incorporated by reference to PEA No. 286 | ||
(2)(BB)(ii) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and TwentyFour Asset Management (US) LP, dated August 31, 2018, is incorporated by reference to Post-Effective Amendment No. 322, filed October 22, 2018 (“PEA No. 322”) | ||
(2)(CC) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Shapiro Capital Management, LLC, dated September 5, 2017, is incorporated by reference to PEA No. 297 | ||
(2)(DD) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and BNY Asset Management North America Corporation (now known as Mellon Investment Corporation), dated February 1, 2018, is incorporated by reference to Post-Effective Amendment No. 310, filed February 28, 2018 (“PEA No. 310”) | ||
(2)(EE) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Aberdeen Asset Managers Limited, dated June 14, 2018, is incorporated by reference to PEA No. 317 | ||
(2)(FF) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Continuous Capital, LLC, dated September 25, 2018 is incorporated by reference to PEA No. 329 | ||
(2)(FF)(i) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Continuous Capital, LLC, dated November 13, 2018 – (filed herewith) | ||
(2)(FF)(ii) | Second Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Continuous Capital, LLC, dated June 10, 2019 – (filed herewith) | ||
(2)(GG) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Tocqueville Asset Management, L.P., dated September 13, 2018, is incorporated by reference to PEA No. 322 | ||
(2)(HH) | Investment Advisory Agreement among American Beacon Cayman TargetRisk Company, Ltd., American Beacon Advisors, Inc., and AHL Partners LLP, dated November 7, 2018, is incorporated by reference to PEA No. 331 |
(2)(II) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and SSI Investment Management LLC, dated May 31, 2019, – (filed herewith) | ||
(e) | (1) | Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., dated March 1, 2018, is incorporated by reference to Post-Effective Amendment No. 312, filed March 28, 2018 (“PEA No. 312”) | |
(2) | Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., dated March 1, 2018, is incorporated by reference to PEA No. 312 | ||
(3) | Second Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., dated June 15, 2018, is incorporated by reference to PEA No. 319 | ||
(4) | Third Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., dated December 6, 2018, is incorporated by reference to PEA No. 329 | ||
(5) | Fourth Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc. dated April 22, 2019, is incorporated by reference to PEA No. 348 | ||
(6) | Fifth Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc. dated May 17, 2019 – (filed herewith) | ||
(7) | Sixth Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc. dated August 20, 2019 – (filed herewith) | ||
(f) | Bonus, profit sharing or pension plans – (none) | ||
(g) | (1) | Custodian Agreement between Registrant and State Street Bank and Trust Company, dated December 1, 1997, is incorporated by reference to Post-Effective Amendment No. 24, filed February 26, 1998 (“PEA No. 24”) | |
(2) | Amendment to Custodian Agreement between Registrant and State Street Bank and Trust Company, dated May 9, 2019, is incorporated by reference to PEA No. 353 | ||
(3) | Amendment to Custodian Agreement between Registrant and State Street Bank and Trust Company, dated May 13, 2019 – (filed herewith) | ||
(h) | (1)(A) | Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company, dated January 1, 1998, is incorporated by reference to PEA No. 24 | |
(1)(B) | Amendment to Transfer Agency and Service Agreement regarding anti-money laundering procedures, dated September 24, 2002, is incorporated by reference to Post-Effective Amendment No. 42, filed February 28, 2003 |
(1)(C) | Amendment to Transfer Agency and Service Agreement to replace fee schedule, dated March 26, 2004, is incorporated by reference to Post-Effective Amendment No. 64, filed March 1, 2007 | ||
(1)(D) | Amendment to Transfer Agency and Service Agreement, dated January 24, 2017, is incorporated by reference to Post-Effective Amendment No. 278, filed February 28, 2017 (“PEA No. 278”) | ||
(1)(E) | Amendment to Transfer Agency and Service Agreement, dated September 11, 2017, is incorporated by reference to Post-Effective Amendment No. 298, filed September 15, 2017 | ||
(1)(F) | Amendment to Transfer Agency and Service Agreement, dated October 16, 2017, is incorporated by reference to PEA No. 303 | ||
(1)(G) | Amendment to and Assignment of Transfer Agency and Service Agreement from State Street Bank and Trust Company to Boston Financial Data Services, Inc. dated September 5, 2017, is incorporated by reference to Post-Effective Amendment No. 313, filed December 27, 2017 (“PEA No. 313”) | ||
(1)(H) | Amendment to Transfer Agency and Service Agreement, dated July 30, 2018, is incorporated by reference to PEA No. 319 | ||
(1)(I) | Amendment to Transfer Agency and Service Agreement, dated November 16, 2018, is incorporated by reference to PEA No. 330 | ||
(1)(J) | Amendment to Transfer Agency and Service Agreement, dated February 25, 2019, is incorporated by reference to PEA No. 348 | ||
(2)(A) | Securities Lending Agency Agreement between the American Beacon Funds and State Street Bank and Trust Company, dated February 16, 2017, is incorporated by reference to PEA No. 300 | ||
(2)(B) | Joinder and First Amendment to Securities Lending Agency Agreement between the American Beacon Funds and State Street Bank and Trust Company, dated June 21, 2017, is incorporated by reference to PEA No. 300 | ||
(2)(C) | Second Amendment to Securities Lending Agency Agreement between the American Beacon Funds and State Street Bank and Trust Company, dated September 18, 2017, is incorporated by reference to PEA No. 300 | ||
(2)(D) | Third Amendment to Securities Lending Agency Agreement between the American Beacon Funds and State Street Bank and Trust Company, dated December 31, 2018, is incorporated by reference to PEA No. 351 | ||
(3) | Administration Agreement between American Beacon Cayman Managed Futures Strategy Fund, Ltd. and American Beacon Advisors, Inc., dated April 30, 2015, is incorporated by reference to PEA No. 269 |
(4)(A) | Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Master Trust, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated March 1, 2005, is incorporated by reference to PEA No. 97 | ||
(4)(B) | Amendment to the Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Master Trust, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated December 7, 2010, is incorporated by reference to PEA No. 97 | ||
(4)(C) | Amendment to the Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Master Trust, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated February 3, 2012, is incorporated by reference to Post-Effective Amendment No. 129, filed February 2, 2012 | ||
(4)(D) | Seventh Amendment to the Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated August 28, 2013, is incorporated by reference to Post-Effective Amendment No. 166, filed September 20, 2013 | ||
(4)(E) | Eighth Amendment to the Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated July 7, 2014, is incorporated by reference to Post-Effective Amendment No. 203, filed August 20, 2014 | ||
(4)(F) | Ninth Amendment to the Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated February 11, 2016, is incorporated by reference to PEA No. 269 | ||
(4)(G) | Tenth Amendment to the Amended and Restated Administrative Services Agreement among American Beacon Funds, American Beacon Advisors, Inc. and State Street Bank and Trust Company, dated March 22, 2017, is incorporated by reference to PEA No. 291 | ||
(5) | Service Plan Agreement for the American Beacon Funds Investor Class, dated March 6, 2009, is incorporated by reference to Post-Effective Amendment No. 77, filed August 3, 2009 (“PEA No. 77”) | ||
(6) | Service Plan Agreement for the American Beacon Funds Advisor Class (formerly known as the AAdvantage Funds Service Class), dated May 1, 2003, is incorporated by reference to Post-Effective Amendment No.45, filed May 1, 2003 (“PEA No. 45”) | ||
(7)(A) | Service Plan Agreement for the American Beacon Funds A Class, dated February 16, 2010, is incorporated by reference to Post-Effective Amendment No.84, filed March 16, 2010 | ||
(7)(B) | Amended and Restated Schedule A to the Service Plan Agreement for the American Beacon Funds A Class, dated April 22, 2019, is incorporated by reference to PEA No. 348 |
(8)(A) | Service Plan Agreement for the American Beacon Funds C Class, dated May 25, 2010, is incorporated by reference to Post-Effective Amendment No. 90, filed June 15, 2010 (“PEA No. 90”) | ||
(8)(B) | Amended and Restated Schedule A to the Service Plan Agreement for the American Beacon Funds C Class, dated April 22, 2019, is incorporated by reference to PEA No. 348 | ||
(9)(A) | Fee Waiver/Expense Reimbursement Agreement for American Beacon AHL Managed Futures Strategy Fund, American Beacon Bahl & Gaynor Small Cap Growth Fund, and American Beacon Bridgeway Large Cap Growth Fund, dated March 6, 2019, is incorporated by reference to PEA No. 348 | ||
(9)(B) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Zebra Small Cap Equity Fund and American Beacon SiM High Yield Opportunities Fund, dated November 6, 2018, is incorporated by reference to PEA No. 330 | ||
(9)(C) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Garcia Hamilton Quality Bond Fund, American Beacon International Equity Fund and American Beacon Mid-Cap Value Fund dated November 6, 2018, is incorporated by reference to Post-Effective Amendment No. 344, filed February 28, 2019 (“PEA No. 344”) | ||
(9)(D) | Fee Waiver/Expense Reimbursement Agreement for American Beacon ARK Disruptive Innovation Fund, dated December 22, 2017, is incorporated by reference to Post-Effective Amendment No. 307, filed December 29, 2017 (“PEA No. 307”) | ||
(9)(E) | Agreement to Reimburse Certain Tax Expenses for American Beacon ARK Transformational Innovation Fund, dated December 18, 2018, is incorporated by reference to Post-Effective Amendment No. 334, filed December 21, 2018 | ||
(9)(F) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Acadian Emerging Markets Managed Volatility Fund, American Beacon Crescent Short Duration High Income Fund, American Beacon GLG Total Return Fund and American Beacon Frontier Markets Income Fund, dated May 20, 2019 is incorporated by reference to PEA No. 353 | ||
(9)(G) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, American Beacon Alpha Quant Value Fund, dated March 6, 2019 – (filed herewith) | ||
(9)(H) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Tocqueville International Value Fund, dated November 6, 2018, is incorporated by reference to Post-Effective Amendment No. 341 | ||
(9)(I)(i) | Fee Waiver/Expense Reimbursement Agreement for American Beacon AHL TargetRisk Fund, dated November 6, 2018 is incorporated by reference to PEA No. 329 |
(9)(I)(ii) | Fee Waiver/Expense Reimbursement Agreement for A Class and C Class Shares of American Beacon AHL TargetRisk Fund, dated March 6, 2019, is incorporated by reference to PEA No. 348 | ||
(9)(J)(i) | Fee Waiver/Expense Reimbursement Agreement for American Beacon SSI Alternative Income Fund, dated November 6, 2018 is incorporated by reference to PEA No. 329 | ||
(9)(J)(ii) | Fee Waiver/Expense Reimbursement Agreement Extension for American Beacon SSI Alternative Income Fund, dated January 22, 2019, is incorporated by reference to PEA No. 348 | ||
(9)(K) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Continuous Capital Emerging Markets Fund, dated August 22, 2018 is incorporated by reference to PEA No. 329 | ||
(9)(L) | Fee Waiver/Expense Reimbursement Agreement for A Class and C Class Shares of American Beacon ARK Transformational Innovation Fund, dated November 6, 2018, is incorporated by reference to PEA No. 331 | ||
(9)(M)(i) | Fee Waiver/Expense Reimbursement Agreement for R6 Class Shares of American Beacon Stephens Mid-Cap Growth Fund, dated November 6, 2018, is incorporated by reference to PEA No. 331 | ||
(9)(M)(ii) | Fee Waiver/Expense Reimbursement Agreement for A Class, C Class, Y Class, Investor Class and Institutional Class shares of American Beacon Stephens Mid-Cap Growth Fund, dated July 1, 2018, is incorporated by reference to PEA No. 348 | ||
(9)(N) | Fee Waiver/Expense Reimbursement Agreement for R6 Class Shares of American Beacon Large Cap Value Fund, dated February 19, 2019, is incorporated by reference to PEA No. 348 | ||
(9)(O) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Stephens Small Cap Growth Fund, dated August 20, 2019 – (filed herewith) | ||
(9)(P) | Fee Waiver/Expense Reimbursement Agreement for R6 Class Shares of American Beacon Garcia Hamilton Quality Bond Fund, dated August 20, 2019 – (filed herewith) | ||
(9)(Q) | Fee Waiver/Expense Reimbursement Agreement for American Beacon ARK Transformational Innovation Fund, American Beacon TwentyFour Strategic Income Fund, American Beacon Shapiro SMID Cap Equity Fund and American Beacon Shapiro Equity Opportunities Fund, dated August 20, 2019 – (filed herewith) | ||
(i) | Opinion and consent of counsel — (filed herewith) | ||
(j) | Consent of Independent Registered Public Accounting Firm — (filed herewith) | ||
(k) | Financial statements omitted from prospectus — (none) | ||
(l) | Letter of investment intent, is incorporated by reference to Post-Effective Amendment No. 23, filed December 18, 1997 | ||
(m) | (1) | Distribution Plan pursuant to Rule 12b-1 for the Advisor Class (formerly known as the Service Class), dated May 1, 2003, is incorporated by reference to PEA No. 45 |
(2)(A) | Distribution Plan pursuant to Rule 12b-1 for the A Class, dated February 16, 2010 is incorporated by reference to Post-Effective Amendment No. 88, filed May 17, 2010 | ||
(2)(B) | Amended and Restated Schedule A to the Distribution Plan pursuant to Rule 12b-1 for the A Class, dated April 22, 2019, is incorporated by reference to PEA No. 348 | ||
(3)(A) | Distribution Plan pursuant to Rule 12b-1 for the C Class, dated May 25, 2010 is incorporated by reference to PEA No. 90 | ||
(3)(B) | Amended and Restated Schedule A to the Distribution Plan pursuant to Rule 12b-1 for the C Class, dated April 22, 2019, is incorporated by reference to PEA No. 348 | ||
(n) | Amended and Restated Plan Pursuant to Rule 18f-3, dated August 23, 2017 – (filed herewith) | ||
(p) | (1) | Code of Ethics of American Beacon Advisors, Inc., American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund, and Resolute Investment Distributors, Inc., dated August 30, 2019 – (filed herewith) | |
(2) | Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, Inc., dated December 31, 2017, is incorporated by reference to PEA No. 310 | ||
(3) | Code of Ethics of Brandywine Global Investment Management, LLC, dated January 2018, is incorporated by reference to PEA No. 310 | ||
(4) | Code of Ethics of Causeway Capital Management LLC, dated April 25, 2005, and revised June 29, 2018, is incorporated by reference to PEA No. 344 | ||
(5) | Code of Ethics of Foundry Partners, LLC, dated July 10, 2013, and amended December 20, 2016, is incorporated by reference to PEA No. 278 | ||
(6) | Code of Ethics of Hotchkis and Wiley Capital Management, LLC, dated August 2017, is incorporated by reference to PEA No. 310 | ||
(7) | Code of Ethics and Personal Investment Policy of Lazard Asset Management LLC, dated September 2018, is incorporated by reference to PEA No. 344 | ||
(8) | Code of Business Conduct and Ethics of Pzena Investment Management, LLC, revised December 2017, is incorporated by reference to PEA No. 310 | ||
(9) | Code of Ethics and Policy Statement on Insider Trading of Franklin Templeton, parent company of Templeton Investments Counsel, LLC, dated December 31, 2018, is incorporated by reference to PEA No. 344 |
(10) | Code of Ethics/Personal Trading for The Bank of New York Mellon, parent company of Mellon Investment Corporation (f/k/a BNY Asset Management North America Corporation), dated February 2018 and amended October 2018, is incorporated by reference to PEA No. 344 | ||
(11) | Code of Ethics of Zebra Capital Management, LLC, dated July 15, 2018, is incorporated by reference to PEA No. 330 | ||
(12) | Code of Ethics of Strategic Income Management, LLC, dated February 2018, is incorporated by reference to PEA No. 330 | ||
(13) | Code of Ethics of Massachusetts Financial Services Co., dated April 30, 2018, is incorporated by reference to PEA No. 344 | ||
(14) | Code of Ethics for Stephens Investment Management Group, LLC, dated August 2015, is incorporated by reference to Post-Effective Amendment No. 288, filed April 25, 2017 (“PEA No. 288”) | ||
(15) | Code of Ethics for Bridgeway Capital Management, Inc., dated November 15, 2018, is incorporated by reference to PEA No. 348 | ||
(16) | Code of Ethics for The London Company of Virginia, LLC, dated March 3, 2017, is incorporated by reference to Post-Effective Amendment No. 305, filed December 20, 2017 (“PEA No. 305”) | ||
(17) | Code of Ethics for Acadian Asset Management LLC, dated January 2019 , is incorporated by reference to PEA No. 353 | ||
(18) | Code of Ethics for Global Evolution USA, LLC, dated September 2018, is incorporated by reference to PEA No. 353 | ||
(19) | Code of Ethics for AHL Partners LLP and GLG LLC, dated February 2019, is incorporated by reference to PEA No. 348 | ||
(20) | Code of Ethics for Bahl & Gaynor, Inc., dated January 17, 2019, is incorporated by reference to PEA No. 348 | ||
(21) | Code of Ethics for Crescent Capital Group LP, dated April 2018, is incorporated by reference to Post-Effective Amendment No. 315, filed May 30, 2018 | ||
(22) | Code of Ethics for Hillcrest Asset Management, LLC, dated December 15, 2017, is incorporated by reference to PEA No. 310 | ||
(23) | Code of Ethics for Sound Point Capital Management, L.P., dated August 2012, as amended January 2018 – (filed herewith) | ||
(24) | Code of Ethics for Garcia Hamilton & Associates, L.P., dated January 2018, is incorporated by reference to PEA No. 344 |
(25) | Code of Ethics for ARK Investment Management LLC, as amended January 25, 2019, – (filed herewith) | ||
(26) | Code of Ethics for Alpha Quant Advisors, LLC, dated August 30, 2019 – (filed herewith) | ||
(27) | Code of Ethics for TwentyFour Asset Management (US) LP, is incorporated by reference to PEA No. 318 | ||
(28) | Code of Ethics for WEDGE Capital Management L.L.P., dated February 21, 2017, is incorporated by reference to PEA No. 310 | ||
(29) | Code of Ethics for Shapiro Capital Management, LLC, dated August 2018, – (filed herewith) | ||
(30) | Code of Ethics for Aberdeen Asset Managers Limited, dated December 17, 2018, is incorporated by reference to PEA No. 353 | ||
(31) | Code of Ethics for Continuous Capital, LLC, dated April 30, 2018, is incorporated by reference to PEA No. 317 | ||
(32) | Code of Ethics for Tocqueville Asset Management, L.P., dated January 15, 2017, is incorporated by reference to PEA No. 319 | ||
(33) | Code of Ethics for SSI Investment Management LLC (formerly known as SSI Investment Management Inc.), dated June 25, 2019 – (filed herewith) |
Other Exhibits
(i) | Powers of Attorney for Trustees of American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, and American Beacon Apollo Total Return Fund, dated March 6, 2019, is incorporated by reference to PEA No. 348 |
Item 29. | Persons Controlled by or under Common Control with Registrant |
None.
Item 30. | Indemnification |
Article XI of the Amended and Restated Declaration of Trust of the Trust provides that:
Limitation of Liability
Section 1. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees and officers of the Trust shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or
investment adviser of the Trust, and shall not be liable for errors of judgment or mistakes of fact or law, but nothing contained herein shall protect any Trustee or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Indemnification
Section 2.
(a) Subject to the exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer or employee of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust and each series to the fullest extent permitted by law, including the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof;
(ii) subject to the provisions of this Section 2, each Covered Person shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the records, books and accounts of the Trust or, as applicable, any Series, upon an opinion or other advice of legal counsel, or upon reports made or advice given to the Trust or, as applicable, any Series, by any Trustee or any of its officers, employees, or a service provider selected with reasonable care by the Trustees or officers of the Trust, regardless of whether the person rendering such report or advice may also be a Trustee, officer or employee of the Trust or, as applicable, any Series.
(iii) as used herein, the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities whatsoever.
(b) To the extent required under the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, but only to such extent no indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or
(ii) in the event of a settlement, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (A) by the court
or other body approving the settlement; (B) by at least a majority of those Trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Covered Person and shall inure to the benefit of the heirs, executors and administrators of such Covered Person. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person.
(d) To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
(e) To the maximum extent permitted by applicable law, including Section 17(h) of the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 2 shall be paid by the Trust or the applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or a Series, as applicable, if it is ultimately determined that he or she is not entitled to indemnification under this Section 2; provided, however, that; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission.
According to Article XII, Section 1 of the Amended and Restated Declaration of Trust, nothing in the Amended and Restated Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Trustees are not liable personally to any person extending credit to, contracting with or having any claim against the Trust, a particular Portfolio or the Trustees. A Trustee, however, is not protected from liability due to willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Article V, Section 5 provides that, subject to the provisions of Article XI, the Trustees shall not be liable for any act or omission in accordance with certain advice of counsel or other experts or for failing to follow such advice. Article XI, Section 1 provides that the Trustees are not liable for errors of judgment or mistakes of fact or law, but a Trustee is not protected from liability due to willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, for any act or omission in accordance with advice of counsel or other experts or for failing to follow such advice.
Numbered Paragraph 10 of the Management Agreement provides that:
10. Limitation of Liability of the Manager. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Trust or any Fund in connection with the matters to which this Agreement relate except a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, partner, employee, or agent of the Manager, who may be or become an officer, Board member, employee or agent of a Trust shall be deemed, when rendering services to a Trust or acting in any business of a Trust, to be rendering such services to or acting solely for a Trust and not as an officer, partner, employee, or agent or one under the control or direction of the Manager even though paid by it. The U.S. federal and state securities laws impose liabilities on persons who act in good faith, and, therefore, nothing in this Agreement is intended to limit the obligations of the Manager under such laws. This Paragraph 10 does not in any manner preempt any separate written indemnification commitments made by the Manager with respect to any matters encompassed by this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Aberdeen Asset Managers Limited provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of and to the extent of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Acadian Asset Management LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with AHL Partners LLP provides, in relevant part, that:
9. Liability. The Adviser shall have no liability to the Trust, its shareholders, the Manager or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities or commodities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which
may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing in this Agreement is intended to limit the obligations of the Adviser under such laws.
Numbered Paragraph 9 of the Investment Advisory Agreement with Alpha Quant Advisors, LLC provides, in relevant part, that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with ARK Investment Management LLC provides, in relevant part, that:
9. Liability of the Parties . The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person of the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any Affiliate Person acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Bahl & Gaynor, Inc. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Barrow, Hanley, Mewhinney & Straus, Inc. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with BNY Mellon Asset Management North America Corporation (now known as Mellon Investment Corporation) provides that:
9. Liability of Adviser. No provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 11 of the Investment Advisory Agreement with Brandywine Global Investment Management, LLC provides that:
11. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders
or any third party arising out of or related to this Agreement except with respect to claims which
occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its
duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Bridgeway Capital Management, Inc. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders, the Manager or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Manager shall indemnify the Adviser, its officers, directors and employees, and each person, if any, who, within the meaning of the Securities Act of 1933, controls the Adviser, for any liability and expenses, including without limitation, reasonable attorneys’ fees and expenses, which may be sustained as a result of the Manager’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder.
Numbered Paragraph 8 of the Investment Advisory Agreement with Causeway Capital Management LLC provides that:
8. Liability of Adviser. No provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Continuous Capital, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Crescent Capital Group LP provides that:
9. Liability of Adviser. Neither the Adviser nor any director, officer or employee of the Adviser performing services for the Trust in connection with the Adviser’s discharge of its obligations hereunder shall have liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Foundry Partners, LLC provides that:
9. Liability of Adviser. No provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Garcia Hamilton & Associates, L.P. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with GLG LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Global Evolution USA, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Hillcrest Asset Management, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Hotchkis and Wiley Capital Management, LLC provides that:
9. Liability of Adviser. No provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 8 of the Investment Advisory Agreement with Lazard Asset Management LLC provides that:
8. Liability of Adviser. No provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Massachusetts Financial Services Co. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any other third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Pzena Investment Management, LLC provides that:
9. Liability of Adviser. The Adviser shall not be liable for any action taken or omitted to be taken by it in its reasonable judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with (or in the absence of) specific directions or instructions from the Manager. No provision of this Agreement shall be deemed to protect the Adviser against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Shapiro Capital Management, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Sound Point Capital Management, L.P. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Form of Investment Advisory Agreement with SSI Investment Management LLC provides that:
9. Liability of Adviser and Manager. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement. Each of the Adviser and the Manager agrees to indemnify and hold harmless, the other party, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the other party, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the other party or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the indemnifying party’s responsibilities to the Trust based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the indemnifying party’s obligations and/or duties under this Agreement by the indemnifying party or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the indemnifying party. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Stephens Investment Management Group, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Strategic Income Management, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any other third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 8 of the Investment Advisory Agreement with Templeton Investment Counsel, LLC provides that:
8. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with The London Company of Virginia, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Tocqueville Asset Management, L.P. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with TwentyFour Asset Management (US) LP provides that:
9. Liability. The Adviser, including its officers, directors, employees and agents shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, its officers,
directors, employees and agents (each such person, a “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and related expenses) (“Losses”), to which a Manager Indemnified Persons may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser, provided, however that the Manager’s obligation under this paragraph 9 shall be reduced to the extent that the Losses experienced by a Manager Indemnified Person are caused by or are otherwise directly related to a Manager Indemnified Person’s own willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties under this Agreement.
The Manager, including its officers, directors, employees and agents shall have no liability to the Adviser, its shareholders or any third party arising out of or related to this Agreement, provided however, the Manager agrees to indemnify and hold harmless, the Adviser, its officers, directors, employees and agents (each such person, an “Adviser Indemnified Persons”) against any and all Losses, to which an Adviser Indemnified Persons may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust, its shareholders or any third party, provided, however that the Manager’s obligation under this paragraph 9 shall be reduced to the extent that the Losses experienced by an Adviser Indemnified Person are caused by or are otherwise directly related to an Adviser Indemnified Person’s own willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties under this Agreement.
Without limiting the generality of the foregoing, neither the Adviser nor the Manager will be liable for any indirect, special, incidental or consequential damage.
The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with WEDGE Capital Management L.L.P. provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement.
Numbered Paragraph 9 of the Investment Advisory Agreement with Zebra Capital Management, LLC provides that:
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any other third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
Section 4.2 of the Distribution Agreement provides that:
(a) Notwithstanding anything in this Agreement to the contrary, Resolute shall not be responsible for, and the Client shall on behalf of each applicable Fund or Class thereof, indemnify and hold harmless Resolute, its employees, directors, officers and managers and any person who controls Resolute within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (for purposes of this Section 4.2(a), “Resolute Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character (including, but not limited to, direct and indirect reasonable reprocessing costs) arising out of or attributable to all and any of the following (for purposes of this Section 4.2(a), a “Resolute Claim”)
(i) any material action (or omission to act) of Resolute or its agents taken in connection with this Agreement; provided, that such action (or omission to act) is taken in good faith and without willful misfeasance, negligence or reckless disregard by Resolute, or its affiliates, of its duties and obligations under this Agreement;
(ii) any untrue statement of a material fact contained in the Registration Statement or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client in connection with the preparation of the Registration Statement or exhibits to the Registration Statement by or on behalf of Resolute;
(iii) any material breach of the Clients’ agreements, representations, warranties, and covenants in Sections 2.9 and 5.2 of this Agreement; or
(iv) the reliance on or use by Resolute or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Client or any agent of the Client, including but not limited to any Predecessor Records provided pursuant to Section 2.9(b).
(b) Resolute will indemnify, defend and hold the Client and their several officers and members of their Governing Bodies and any person who controls the Client within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (collectively, the “Client Indemnitees” and, with the Resolute Indemnitees, an “Indemnitee”), free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith), but only to the extent that such claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses result from, arise out of or are based upon all and any of the following (for purposes of this Section 4.2(c), a “Client Claim” and, with a Resolute Claim, a “Claim”):
(i) any material action (or omission to act) of Resolute or its agents taken in connection with this Agreement, provided that such action (or omission to act) is taken in good faith and without willful misfeasance, negligence or reckless disregard by Resolute, or its affiliates, of its duties and obligations under this Agreement.
(ii) any untrue statement of a material fact contained in the Registration Statement or any alleged omission of a material fact required to be stated or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client in writing in connection with the preparation of the Registration Statement by or on behalf of Resolute; or
(iii) any material breach of Resolute’s agreements, representations, warranties and covenants set forth in Section 2.4 and 5.1 hereof.
(d) The Client or Resolute (for purpose of this Section 4.2(d), an “Indemnifying Party”) may assume the defense of any suit brought to enforce any Resolute Claim or Client Claim, respectively, and may retain counsel chosen by the Indemnifying Party and approved by the other Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall advise the other Party that it will assume the defense of the suit and retain counsel within ten (10) days of receipt of the notice of the claim. If the Indemnifying Party assumes the defense of any such suit and retains counsel, the other Party shall bear the fees and expenses of any additional counsel that they retain. If the Indemnifying Party does not assume the defense of any such suit, or if other Party does not approve of counsel chosen by the Indemnifying Party, or if the other Party has been advised that it may have available defenses or claims that are not available to or conflict with those available to the Indemnifying Party, the Indemnifying Party will reimburse any Indemnitee named as defendant in such suit for the reasonable fees and expenses of any counsel that the Indemnitee retains. An Indemnitee shall not settle or confess any claim without the prior written consent of the applicable Client, which consent shall not be unreasonably withheld or delayed.
(e) An Indemnifying Party’s obligation to provide indemnification under this section is conditioned upon the Indemnifying Party receiving notice of any action brought against an Indemnitee within twenty (20) days after the summons or other first legal process is served. Such notice shall refer to the Person or Persons against whom the action is brought. The failure to provide such notice shall not relieve the Indemnifying Party of any liability that it may have to any Indemnitee except to the extent that the ability of the party entitled to such notice to defend such action has been materially adversely affected by the failure to provide notice.
(f) The provisions of this section and the parties’ representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Indemnitee and shall survive the sale and redemption of any Shares made pursuant to subscriptions obtained by Resolute. The indemnification provisions of this section will inure exclusively to the benefit of each person that may be an Indemnitee at any time and their respective successors and assigns (it being intended that such persons be deemed to be third party beneficiaries under this Agreement).
Section 4.3 of the Distribution Agreement provides that:
Notwithstanding anything in this Agreement to the contrary, except as specifically set forth below:
(a) Neither Party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; or elements of nature;
(b) Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party;
(c) No affiliate, director, officer, employee, manager, shareholder, partner, agent, counsel or consultant of either Party shall be liable at law or in equity for the obligations of such Party under this Agreement or for any damages suffered by the other Party related to this Agreement;
(d) There are no third party beneficiaries of this Agreement;
(e) Each Party shall have a duty to mitigate damages for which the other Party may become responsible;
(f) The assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund, and no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise; and in asserting any rights or claims under this Agreement, Resolute shall look only to the assets and property of the Fund to which Resolute’s rights or claims relate in settlement of such rights or claims; and
(g) Each Party agrees promptly to notify the other party of the commencement of any litigation or proceeding of which it becomes aware arising out of or in any way connected with the issuance or sale of Shares.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Supplemental Limited Indemnification from the Manager
ABA shall indemnify and hold harmless Indemnitee, in his or her individual capacity, from and against any cost, asserted claim, liability or expense, including reasonable legal fees (collectively, “Liability”) based upon or arising out of (i) any duty of ABA under the Management Agreement (including ABA’s failure or omission to perform such duty), and (ii) any liability or claim against Indemnitee arising pursuant to Section 11 of the Securities Act of 1933, as amended, Rule 10b-5 under the Securities Exchange Act of 1934, as amended, and any similar or related federal, state or common law statutes, rules or interpretations. ABA’s indemnification obligations under this Letter Agreement shall be limited to civil and administrative claims or proceedings.
Item 31. |
I. | Business and Other Connections of Investment Manager |
American Beacon Advisors, Inc. (the “Manager”) offers investment management and administrative services to the Registrant. It acts in the same capacity to other investment companies, including those listed below.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of American Beacon Advisors, Inc. is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with American Beacon Advisors, Inc. | Other Substantial Business and Connections |
Rosemary K. Behan; Vice President, Secretary and General Counsel | Vice President, Secretary and Chief Legal Officer , American Beacon Funds Complex; Secretary, Resolute Investment Holdings LLC; Secretary, Resolute Topco, Inc.; Secretary, Resolute Acquisition, Inc.; Vice President, Secretary and General Counsel, Resolute Investment Managers, Inc.; Secretary, Resolute Investment Distributors, Inc.; Vice President, Secretary and General Counsel, Resolute Investment Services; Secretary, American Private Equity Management, L.L.C.; Secretary and General Counsel, Alpha Quant Advisors, LLC; Vice President and Secretary, Continuous Capital, LLC; Secretary, American Beacon Cayman Managed Futures Strategy Fund, Ltd.; Secretary, American Beacon Cayman Transformational Innovation Company, Ltd.; Secretary, American Beacon Delaware Transformational Innovation Corporation; Secretary, American Beacon Cayman TargetRisk Company, Ltd. |
Christopher L. Collins; Director
|
Director and Vice President, Resolute Investment Holdings, LLC; Director and Vice President, Resolute Topco, Inc; Director and Vice President, Resolute Acquisition, Inc.; Director and Vice President, Resolute Investment Managers, Inc.; Director, Resolute Investment Services, Inc.; Manager, American Private Equity Management, L.L.C. |
Stephen C. Dutton; Director
|
Director and Vice President, Resolute Investment Holdings, LLC; Director and Vice President, Resolute Topco, Inc; Director and Vice President, Resolute Acquisition, Inc.; Director and Vice President, Resolute Investment Managers, Inc.; Director, Resolute Investment Services, Inc.; Manager, American Private Equity Management, L.L.C. |
Jeffrey K. Ringdahl; Director, President and Chief Operating Officer | Vice President, American Beacon Funds Complex; Director and President, Senior Vice President (2015-2018), Resolute Investment Holdings, LLC; Director and President, Senior Vice President (2015-2018), Resolute Topco, Inc.; Director and President, Senior Vice President (2015-2018), Resolute Acquisition, Inc.; Director, President and COO, Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President, Resolute Investment Distributors, Inc.; Director, President and COO, Executive Vice President (2015-2018), Resolute Investment Services, Inc.; Manager and Senior Vice President, American Private Equity Management, LLC; Director, Executive Vice President and Chief Operating Officer, Alpha Quant Advisors, LLC; Director, Shapiro Capital Management, LLC; Director, Executive Vice President and Chief Operating Officer, Continuous Capital, LLC; Trustee, American Beacon NextShares Trust; Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd.; Director and Vice President, American Beacon Cayman Transformational Innovation Company, Ltd.; Vice President, American Beacon Delaware Transformational Innovation Corporation; Vice President, American Beacon Cayman TargetRisk Company, Ltd.; Director, RSW Investment Holdings LLC; Director, SSI Investment Management LLC |
The principal address of each of the entities referenced above, other than ARK Investment Management LLC, Green Harvest Asset Management, RSW Investment Holdings LLC, Shapiro Capital Management LLC and SSI Investment Management LLC, is 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039. The principal address of ARK Investment Management LLC is 155 West 19th Street, Fifth Floor, New York, New York 10011. The Principal address of Green Harvest Asset Management is 110 Brewery Lane, Suite 501, Portsmouth, New Hampshire 03801. The principal address of RSW Investment Holdings LLC is 47 Maple Street, Suite 304, Summit, New Jersey 07901. The principal address of Shapiro Capital Management LLC is 3060 Peachtree Road NW #1555, Atlanta, Georgia 30305. The principal address of SSI Investment Management LLC is 9440 Santa Monica Blvd, 8th Floor, Beverly Hills, California 90210.
II. Business and Other Connections of Investment Advisers
The investment advisers listed below provide investment advisory services to the Trust.
American Beacon Advisors, Inc., 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039.
Aberdeen Asset Managers Limited (“Aberdeen”) is a registered investment adviser and is an investment sub-adviser for the American Beacon Frontier Markets Income Fund. The principal address of Aberdeen is 10 Queens Terrace, Aberdeen, United Kingdom, AB10 1XL. Information as to the officers and directors of Aberdeen is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 162309), and is incorporated herein by reference.
Acadian Asset Management LLC (“Acadian”) is a registered investment adviser and is an investment sub-adviser for the American Beacon Acadian Emerging Markets Managed Volatility Fund. The principal address of Acadian is 260 Franklin Street, Boston, MA 02110.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Acadian is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Acadian | Other Substantial Business and Connections |
John Chisholm; Executive Vice President, co-CEO, co-CIO | Director, Acadian Asset Management (UK) Ltd, Acadian Asset Management (Australia) Ltd, Acadian Asset Management (Japan), Acadian Asset Management (Singapore) Pte Ltd |
Ross Dowd; Executive Vice President, co-CIO | Director, Acadian Asset Management (UK) Ltd; Acadian Asset Management (Australia) Ltd.; Acadian Asset Management (Singapore) Pte Ltd; Acadian Asset Management (Japan) |
Mark Minichiello; Executive Vice President, COO, Treasurer, Secretary | Director, Acadian Asset Management (UK) Ltd; Acadian Asset Management (Australia) Ltd, Acadian Asset Management (Japan), Acadian Asset Management (Singapore) Pte Ltd |
Jennifer Souza, Member of Board of Managers | Senior Vice President, Director of Affiliate Management – BSIG Inc. (a holding company); Acadian Asset Management LLC (an investment advisor); Investment Counselors of Maryland, LLC (an investment adviser) |
Christopher Hadley; Member of Board of Managers | Executive Vice President and Chief Talent Officer – BrightSphere Investment Group, plc (“BSIG”- a public company traded on the NYSE); Executive Vice President and Chief Talent Officer – BSIG Inc. (a holding company); Acadian Asset Management LLC (an investment advisor) |
AHL Partners LLP (“AHL”) is a registered investment adviser and is an investment sub-advisor for the American Beacon AHL Managed Futures Strategy Fund. The principal address of AHL is 2 Swan Lane, London, United Kingdom EC4R 3AD. Information as to the officers and directors of AHL is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 167882), and is incorporated herein by reference.
Alpha Quant Advisors, LLC (‘‘Alpha Quant’’), formerly known as Crest Investment Partners, LLC, is a registered investment adviser and is an investment sub-advisor for the American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, Alpha Quant Quality Fund and Alpha Quant Value Fund. The principal address of Alpha Quant is 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039. On October 14, 2016 Alpha Quant became an indirect majority-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P. Prior to October 14, 2016, it was founded in September 2011 as a subsidiary of Cypress Capital Group and affiliated of Cypress Trust Co. Information as to the Officers and Directors of Alpha Quant is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 285855), and is incorporated herein by reference.
ARK Investment Management LLC (“ARK”) is a registered investment adviser and is an investment sub-advisor for the American Beacon ARK Transformational Innovation Fund. The principal address for ARK is 3 East 28th Street, Seventh Floor, New York, New York 10016. ARK was formed in June 2013, and registered as an investment adviser with the U.S. Securities and Exchange Commission in January 2014. Information as to the Officers and Directors of ARK is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 169525), and is incorporated herein by reference.
Bahl & Gaynor, Inc. (“Bahl & Gaynor”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Bahl & Gaynor Small Cap Growth Fund. The principal address of Bahl & Gaynor is 255 East Third Street, Suite 2700 Cincinnati, OH 45202. Information as to the officers and directors of Bahl & Gaynor is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 106139), and is incorporated herein by reference.
Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Balanced Fund, American Beacon Large Cap Value Fund, American Beacon Mid-Cap Value Fund and American Beacon Small Cap Value Fund. The principal business address of Barrow is 2200 Ross Avenue, 31st Floor, Dallas, TX 75201-2761.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Barrow is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Barrow | Other Substantial Business and Connections |
James P. Barrow; President, Founding Director | None |
J. Ray Nixon; Executive Director, Member Board of Managers | None |
Cory L. Martin; Executive Director, Member Board of Managers | None |
Patricia B. Andrews; Managing Director, Chief Compliance and Risk Officer | None |
J. Scott McDonald; Managing Director and Co-Head of Fixed Income | None |
Mark C. Luchsinger; Managing Director and Co-Head of Fixed Income | None |
Aidan J. Riordan; Member Board of Managers | BrightSphere Investment Group plc, Executive |
Meghan K. Driscoll; Member Board of Managers | BrightSphere Investment Group plc, Executive |
Brandywine Global Investment Management, LLC (“Brandywine”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Balanced Fund, American Beacon Large Cap Value Fund, and American Beacon Small Cap Value Fund. The principal address of Brandywine is 1735 Market Street, Suite 1800, Philadelphia PA 19103.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Brandywine is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
John D. Kenney; Elected Manager | None |
Patricia Lattin; Elected Manager | None |
Ursula Schliessler; Elected Manager | None |
Bridgeway Capital Management, Inc. (“Bridgeway”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Bridgeway Large Cap Value Fund and the American Beacon Bridgeway Large Cap Growth Fund. The principal address of Bridgeway is 20 Greenway Plaza, Suite 450, Houston, Texas 77046.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Bridgeway is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Bridgeway | Other Substantial Business and Connections |
John N. R. Montgomery; Director, Chairman of the Board of Directors, Chief Investment Officer | Vice President and Director, Bridgeway Funds, Inc. |
Linda G. Giuffre; Chief Compliance Officer | Chief Compliance Officer and Treasurer, Bridgeway Funds, Inc. |
Tammira Y. Philippe; Director, President | President and Director, Bridgeway Funds, Inc. |
Von D. Celestine; Treasurer, Vice President/Secretary | None |
Richard P. Cancelmo; Vice President | Vice President, Bridgeway Funds, Inc. |
Franklin J. Montgomery; Director | None |
Ann M. Montgomery; Director | Sage Education Group, LLC - Owner |
Tom C. Tinsley, Director | Contegix - Board of Directors; Trax Technologies - Board of Directors; 55 IP -Board Member; Strattam Capital - Advisory Board Member; Life Flight of Maine, Board Member; Island Institute, Board Member; Teach for America - DC region, , Board Member; General Atlantic, Advisory Director; Intermedia - Mountain View California, Board Member |
Causeway Capital Management LLC (“Causeway”), a Delaware limited liability company, is a registered investment adviser and is an investment sub-advisor for the American Beacon International Equity Fund. The principal address of Causeway is 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. Information as to the officers and directors of Causeway is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 113308), and is incorporated herein by reference.
Continuous Capital, LLC (“Continuous Capital”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Continuous Capital Emerging Markets Fund. The principal office of Continuous Capital is 220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039. Information as to the officers and directors of Continuous Capital is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 292774), and is incorporated herein by reference.
Crescent Capital Group LP (“Crescent Capital”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Crescent Short Duration High Income Fund, whose principal office is located at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Crescent Capital is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Foundry Partners, LLC (“Foundry”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Small Cap Value Fund. The principal address of Foundry is 323 Washington Avenue N., Suite 360, Minneapolis, MN 55401. Information as to the officers and directors of Foundry is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 164863), and is incorporated herein by reference.
Garcia Hamilton & Associates, L.P. (“Garcia Hamilton”) is a registered investment adviser and is the investment sub-adviser for the American Beacon Garcia Hamilton Quality Bond Fund. The principal address of Garcia Hamilton is 1401 McKinney Street, Suite 1600, Houston, Texas 77010. Information as to the officers and directors of Garcia Hamilton is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 108017), and is incorporated herein by reference.
GLG LLC (“GLG”) is a registered investment adviser and is the investment sub-advisor for the American Beacon GLG Total Return Fund. The principal address of GLG is 452 Fifth Avenue, 27th Floor New York, NY. GLG is an investment advisory firm formed in April 2002. GLG is a limited liability company that is directly owned by Man Litchfield, Inc. Man Litchfield is a wholly owned subsidiary of Man Investments Holdings, Inc., which is a subsidiary of Man Group plc, the ultimate parent company of GLG.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of GLG is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with GLG | Other Substantial Business and Connections |
Eric Burl; President |
Head of Americas
Man Americas 452 Fifth Avenue, 27th Floor New York, NY 10018 |
Executive Committee Member
Man Group plc Riverbank House 2 Swan Lane London EC4R 3AD United Kingdom Director & President Man Global Private Markets (USA) Inc. 6836 Morrison Blvd., Suite 430 Charlotte, NC 28211 President Silvermine Capital Management LLC 281 Tresser Blvd., Suite 1102 Stamford, CT 06901 Director & President Man Investments Inc. 452 Fifth Avenue, 27th Floor New York, NY 10018 Director Managed Funds Association 600 14th Street, N.W., Suite 900 Washington, DC 20005 |
|
Rick Hanna; Vice President |
Chief Operating Officer
Man Americas 452 Fifth Avenue, 27th Floor New York, NY 10018 Vice President FRM Investment Management (USA) LLC 452 Fifth Avenue, 26th Floor New York, NY 10018 Director & Vice President Man Global Private Markets (USA) Inc. 6836 Morrison Blvd., Suite 430 Charlotte, NC 28211 Vice President & Chief Financial Officer Numeric Investors LLC 470 Atlantic Avenue, 6th Floor Boston, MA 02210 Vice President Silvermine Capital Management LLC 281 Tresser Blvd., Suite 1102 Stamford, CT 06901 |
Chief Financial Officer, Treasurer and FINOP
Man Investments Inc. 452 Fifth Avenue, 27th Floor New York, NY 10018 Treasurer Numeric Investors LLC 470 Atlantic Avenue, 6th Floor Boston, MA 02210 Treasurer Silvermine Capital Management LLC 281 Tresser Blvd., Suite 1102 Stamford, CT 06901 |
Global Evolution USA, LLC (“Global Evolution”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Frontier Markets Income Fund. The principal address of Global Evolution is 250 Park Avenue, 19th floor, New York, NY 10177, United States. Global Evolution’s parent company is Global Evolution Fondsmӕglerselskab A/S and is located at Kokholm 3A, DK-6000 Kolding, Denmark.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Global Evolution is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Global Evolution | Other Substantial Business and Connections |
Soren Rump; Director | None |
Morten Bugge; Director | None |
Kasper Jorgensen, Head of Legal and Compliance | None |
Hillcrest Asset Management, LLC (“Hillcrest”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Small Cap Value Fund. The principal address of Hillcrest is 2805 Dallas Parkway, Suite 250, Plano, Texas 75093
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Hillcrest is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Hillcrest | Other Substantial Business and Connections |
Brian Bruce; Chief Executive Officer and Chief Investment Officer | None |
Deborah Ann Trask; Chief Operating Officer | None |
Douglas E. Stark; Managing Director | None |
Brandon L. Troegle; Managing Director | None |
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Balanced Fund, American Beacon Large Cap Value Fund, and American Beacon Small Cap Value Fund. The principal address of Hotchkis is 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017-5439.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Hotchkis is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Hotchkis | Other Substantial Business and Connections |
George H. Davis; Chief Executive Officer and Executive Committee Member | Trustee of the Hotchkis & Wiley Funds and Director of Hotchkis & Wiley Ltd. |
James E. Menvielle; Chief Financial Officer | Vice President and Treasurer of the Hotchkis & Wiley Funds |
Anna Marie S. Lopez; Chief Operating Officer | President of the Hotchkis & Wiley Funds and Director of Hotchkis & Wiley Ltd. |
Tina H. Kodama; Chief Compliance Officer | Vice President and Chief Compliance Officer of the Hotchkis & Wiley Funds |
Scott McBride; President and Executive Committee Member | None |
C. Nigel Hurst-Brown; Executive Committee Member | Chief Executive and Director of Hotchkis and Wiley Ltd., Non-executive director of Borders and Southern Petroleum PLC and Deputy Chairman of Central Asia Metals PLC |
Douglas H. Martin; Executive Committee Member | Senior Managing Director of Stephens Inc. and Board of Director of Conns, Inc. |
Lazard Asset Management, LLC (“Lazard”) is a registered investment adviser and is an investment sub-advisor for the American Beacon International Equity Fund. The principal address of Lazard is 30 Rockefeller Plaza, 55th Floor, New York, NY 10112.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Lazard is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Lazard | Other Substantial Business and Connections |
Ashish Bhutani; Director, CEO | Vice Chairman, Lazard Ltd. |
William Rosenberg; Global Head of Operations & Finance | None |
Nathan A. Paul; Chief Business Officer | None |
Mark R. Anderson; General Counsel, Chief Compliance Officer | Chief Compliance Officer of the Lazard Mutual Funds and Lazard Asset Management Securities, LLC |
Kenneth M. Jacobs; Director | None |
Alexander F. Stern; Director | None |
Andrew Lacey; Deputy Chairman | None |
John Reinsberg; Deputy Chairman | None |
Robert P. DeConcini; Chairman | None |
Andreas Huebner; Senior Managing Director | None |
Massachusetts Financial Services Company (“MFS”) is a registered investment adviser and is an investment sub-adviser for the American Beacon Large Cap Value Fund. The principal address of MFS is 111 Huntington Avenue, Boston, MA 02199. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial, Inc. (a diversified financial services company), located at Sun Life Financial Centre, 150 King Street West, Toronto, Ontario, Canada.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each director and principal executive officer of MFS is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with MFS |
Other Substantial Business and Connections During the Past Two Fiscal Years |
Robert J. Manning; Director, Executive Chairman of MFS and Chairman of the Board of Directors of MFS | Trustee of various funds within the MFS Funds complex+ |
Heidi Hardin; Executive Vice President, General Counsel & Secretary of MFS | Harris Associates (investment management), General Counsel (from September 2015 to January 2017) |
Michael W. Roberge; Director and Chief Executive Officer of MFS | None+ |
Amrit Kanwal; Executive Vice President and Chief Financial Officer of MFS | None+ |
David A. Antonelli; Vice Chairman of MFS | None+ |
Robin A. Stelmach; Vice Chairman of MFS | Trustee of various funds within the MFS Funds complex+ |
Carol W. Geremia; President and Head of Global Distribution of MFS | None+ |
Martin Wolin; Chief Compliance Officer of MFS | Chief Compliance Officer of the MFS Funds |
Kevin D. Strain; Director of MFS | Executive Vice President and Chief Financial Officer of Sun Life Financial |
Stephen C. Peacher; Director of MFS | President of Sun Life Investment Management. |
Edward M. Maloney; Executive Vice President and Chief Investment Officer | None+ |
Jonathan N. Aliber; Executive Vice President and Chief Technology Officer | None+ |
Mark A. Leary; Executive Vice President and Chief Human Resources Officer | None+ |
+Certain principal executive officers and directors of Massachusetts Financial Services Company (“MFS”) serve as officers or directors of some or all of MFS’ corporate affiliates and certain officers of MFS serve as officers of some or all of the MFS Funds and/or officers or directors of certain MFS investment products. Except as set forth above each principal executive officer of MFS has been engaged during the past two fiscal years in no business profession, vocation or employment of a substantial nature other than as an officer of MFS or certain of MFS’ corporate affiliates.
The identity of those corporate affiliates is identified below.
Investment Adviser Corporate Affiliate | Address |
MFS Institutional Advisors, Inc. | 111 Huntington Ave., Boston, Massachusetts 02199 U.S.A. |
MFS Fund Distributors, Inc. | 111 Huntington Ave., Boston, Massachusetts 02199 U.S.A. |
MFS Service Center Inc. | 100 Hancock Street, Quincy, MA 02171 U.S.A. |
MFS International LTD. | Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda |
MFS International Australia PTY LTD |
Level 15, 20 Martin Place Sydney, NSW 2000, Australia |
MFS International (U.K.) Limited |
One Carter Lane London EC4V 5ER, U.K. |
MFS do Brasil Desenvolvimento de Mercado Ltda. (Brazil) |
Rua Joaquim Floriano, 1.052 – 11o Andar, conjunto 111, Itaim Bibi, Sao Paulo, SP, Brazil 04534-004 |
MFS International Singapore PTE. LTD. |
501 Orchard Road, #13-01/03/04 Wheelock Place Singapore 238880 |
MFS Investment Management Company (LUX.) S.a.r.l. |
35, Boulevard du Prince Henri L-1724 Luxembourg |
MFS Investment Management K.K. | 16 F Daido Seimei Kasumigaseki Building, 1-4-2 Kasumigaseki 1-chome, Chiyoda-ku, Tokyo, Japan 100-0013 |
Sun Life of Canada (U.S.) Financial Services Holdings, Inc. | 111 Huntington Ave., Boston, Massachusetts 02199 U.S.A. |
3060097 Nova Scotia Company |
1959 Upper Water Street Suite 1100, Halifax, Nova Scotia, Canada B3J3N2 |
MFS Investment Management Canada Limited (MFS Canada) |
77 King Street West, 35th Floor Toronto, Ontario, Canada M5K 1B7 |
MFS Heritage Trust Company | 111 Huntington Ave., Boston, Massachusetts 02199 U.S.A. |
Sun Life Financial Inc. | 1 York Street, Toronto, Ontario, MSJ 0B6, Canada |
The MFS Funds include the following. The address of the MFS Funds is: 111 Huntington Ave., Boston, MA 02199.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
MFS Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
MFS Institutional Trust
MFS California Municipal Fund
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Municipal Income Trust
MFS Multimarket Income Trust
MFS Special Value Trust
Mellon Investment Corporation (“Mellon”) (f/k/a BNY Asset Management North America Corporation), is a registered investment adviser and is an investment sub-advisor for the American Beacon Small Cap Value Fund. The principal address of Mellon is One Boston Place, Boston, MA 02108.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Mellon is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Mellon | Other Substantial Business and Connections |
Des MacIntyre – President, Chief Executive Officer, Chairman | None |
Adam B. Joffe; Chief Business Officer | None |
Linda T. Lillard – Chief Operating Officer | None |
John P. Shea – Chief Financial Officer | None |
Pzena Investment Management, LLC (“Pzena”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Mid-Cap Value Fund. The principal address of Pzena is 320 Park Avenue, 8th Floor, New York, NY 10022.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Pzena is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Pzena | Other Substantial Business and Connections |
John P. Goetz; Managing Principal, Co-Chief Investment Officer, and Member with Class B Units | None |
Richard S. Pzena; Managing Principal; Chief Executive Officer, Co-Chief Investment Officer, and Member with Class B Units and Class A common stock | None |
William L. Lipsey; Managing Principal, Marketing & Client Services, and Member with Class B Units | None |
Joan F. Berger; General Counsel, Chief Compliance Officer, and Member with Class B Units | None |
Gary J. Bachman; Chief Financial Officer and Member with Class B Units and Class A common stock | None |
Benjamin Silver; Portfolio Manager, and Member with Class B Units | None |
Shapiro Capital Management, LLC (“Shapiro”), is a registered investment adviser and is an investment subadvisor for the American Beacon Shapiro SMID Cap Equity Fund and American Beacon Shapiro Equity Opportunities Fund. The principal address of Shapiro is 3060 Peachtree Road NW #1555, Atlanta, GA 30305. On April 13, 2017, Shapiro became a majority-owned subsidiary of Resolute Investment Managers, Inc., which is a subsidiary of Resolute Investment Holdings, LLC. Resolute Investment Holdings, LLC is owned primarily by Kelso Investment Associates VIII, L.P., KEP VI, LLC and Estancia Capital Partners L.P. Shapiro was founded in 1990. Information as to the Officers and Directors of Shapiro is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 105581), and is incorporated herein by reference.
Sound Point Capital Management, LP (“Sound Point”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Sound Point Floating Rate Income Fund. The principal address of Sound Point is 375 Park Avenue, 33rd Floor, New York, NY 10152. Information as to the officers and directors of Sound Point is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 157479), and is incorporated herein by reference.
SSI Investment Management LLC (“SSI”) is a registered investment adviser and is the investment sub-advisor for the American Beacon SSI Alternative Income Fund. The principal address of SSI is 9440 Santa Monica Boulevard, 8th Floor, Beverly Hills, CA 90210. Information as to the officers and directors of SSI is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 104889), and is incorporated herein by reference.
Stephens Investment Management Group, LLC (“SIMG”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Stephens Mid-Cap Growth Fund and American Beacon Stephens Small Cap Growth Fund. The principal address of SIMG and Stephens Inc. is 111 Center Street, Little Rock, Arkansas 72201.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of SIMG is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with SIMG | Other Substantial Business and Connections |
Joseph W. Simpson; President and Chief Executive Officer, Manager | Executive Vice President, Stephens Inc. |
Ryan E. Crane; Chief Investment Officer, Manager | Senior Vice President, Stephens Inc. |
Michael W. Nolte; Chief Operating Officer, Senior Vice President, Manager | Senior Vice President, Stephens Inc. |
David C. Prince; Chief Compliance Officer, General Counsel | Senior Vice President, Stephens Inc. |
Strategic Income Management, LLC (“SiM”) is a registered investment adviser and is the investment sub-advisor for the American Beacon SiM High Yield Opportunities Fund. The principal address of SiM is 1200 Westlake Avenue North, Suite 713, Seattle, WA 98109.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of SiM is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with SiM | Other Substantial Business and Connections |
Brian Placzek; Manager, Member, Vice President | None |
Gary J. Pokrzywinski; Manager, Member, President | None |
Timothy T. Black; Elected Manager, Chief Compliance Officer, Chief Executive Officer | None |
Templeton Investment Counsel, LLC (“Templeton”) is a registered investment adviser and is an investment sub-advisor for the American Beacon International Equity Fund. The principal address of Templeton is 300 Southeast 2nd Street, Ft. Lauderdale, FL 33301.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Templeton is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Templeton | Other Substantial Business and Connections |
Antonio T. Docal; President and Portfolio Manager | None |
Thomas J. Fisher, Jr., Executive Vice President | None |
Peter A. Nori; Executive Vice President and Portfolio Manager | None |
Craig S. Tyle; Chief Legal Officer | None |
Mark L. Constant; Treasurer | None |
Michael J. D’Agrosa; Chief Compliance Officer | None |
Gregory E. McGowan; Executive Vice President | None |
Madison S. Gulley; Executive Vice President | None |
The London Company Of Virginia, LLC (“London Company”) is a registered investment adviser and is the investment sub-adviser for the American Beacon London Company Income Equity Fund. The principal place of business address of London Company is 1800 Bayberry Court, Suite 301, Richmond, Virginia 23226.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of London Company is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Tocqueville Asset Management, L.P. (“Tocqueville”) is a registered investment adviser and is an investment sub-advisor for the American Beacon Tocqueville International Value Fund. The principal address of Tremblant is 40 West 57th Street, 19th Floor, New York, NY 10019. Information as to the officers and directors of Tocqueville is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 105690), and is incorporated herein by reference.
TwentyFour Asset Management (US) LP (“TwentyFour”) is a registered investment adviser and is an investment sub-advisor for the American Beacon TwentyFour Strategic Income Fund. The principal address of TwentyFour is 1540 Broadway, 38th Floor, New York, New York 10036. Information as to the officers and directors of TwentyFour is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 285791), and is incorporated herein by reference.
WEDGE Capital Management, L.L.P. (“WEDGE”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Mid-Cap Value Fund. The principal address of WEDGE is 301 South College Street, Suite 3800, Charlotte, NC 28202.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of WEDGE is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with WEDGE | Other Substantial Business and Connections During the Past Two Fiscal Years |
Bradley Fisher; General Partner | None |
Bradley Horstmann; Chief Compliance Officer and General Partner | None |
Martin Robinson; General Partner | None |
John Norman; General Partner | None |
Andrei Bolshakov; General Partner | None |
Darrin Witt; General Partner | None |
Brian Pratt; General Partner | None |
Donald Cleven; General Partner | None |
Caldwell Calame; General Partner | None |
Leah Long; General Partner | None |
Andrew Rosenberg; General Partner | None |
Richard Wells; General Partner | None |
John Carr; General Partner | None |
Michael Ritzer; General Partner | None |
Jason Boles; General Partner | None |
Christopher Lewis; General Partner | None |
Brian Whisnant; General Partner | None |
Li Zhang; General Partner | None |
Zebra Capital Management, LLC (“Zebra”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Zebra Small Cap Equity Fund. The principal address of Zebra is 2187 Atlantic Street, 4th Floor, Stamford, CT 06902.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of Zebra is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with Zebra | Other Substantial Business and Connections |
Roger G. Ibbotson, Chairman, Chief Investment Officer and Director of Research | Professor in the Practice Emeritus of Finance at Yale School of Management |
John J. Holmgren, Jr., President and Chief Operating Officer | None |
Kevin J. Lake, Chief Compliance Officer |
Attorney-at-Law 1140 Avenue of the Americas, 9th Floor New York, NY 10036 |
Information as to the officers and directors of each of the above investment advisers may also be included in that adviser’s current Form ADV filed with the SEC and is incorporated by reference herein.
Item 32. | Principal Underwriter |
(a) Resolute Investment Distributors, Inc. (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
1. | American Beacon Funds | |
2. | American Beacon Select Funds | |
3. | American Beacon Institutional Funds Trust | |
4. | American Beacon Sound Point Enhanced Income Fund | |
5. | American Beacon Apollo Total Return Fund |
(b) The following are the Officers and Managers of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is 220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039.
(c) Not applicable.
Item 33. | Location of Accounts and Records |
The books and other documents required by Section 31(a) under the Investment Company Act of 1940 are maintained in the physical possession of 1) the Trust’s custodian and fund accounting agent at State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110; 2) the Manager at American Beacon Advisors, Inc., 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039; 3) the Trust’s transfer agent, DST Asset Manager Solutions, Inc., 330 West 9th St., Kansas City, Missouri 64105; 4) Mastercraft, 3021 Wichita Court, Fort Worth, Texas 76140; or 5) the Trust’s investment advisers at the addresses listed in Item 31 above.
Item 34. | Management Services |
Not applicable.
Item 35. | Undertakings |
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant represents that this Amendment meets all the requirements for effectiveness pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 355 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving and the State of Texas, on October 25, 2019.
AMERICAN BEACON FUNDS | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No. 355 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Gene L. Needles, Jr. | President (Principal Executive Officer) | October 25, 2019 | ||
Gene L. Needles, Jr. | ||||
/s/ Melinda G. Heika |
Treasurer (Principal Financial Officer and Principal Accounting Officer) | October 25, 2019 | ||
Melinda G. Heika | ||||
Gilbert G. Alvarado* | Trustee | October 25, 2019 | ||
Gilbert G. Alvarado | ||||
Joseph B. Armes* | Trustee | October 25, 2019 | ||
Joseph B. Armes | ||||
Gerard J. Arpey* | Trustee | October 25, 2019 | ||
Gerard J. Arpey | ||||
Brenda A. Cline* | Chair and Trustee | October 25, 2019 | ||
Brenda A. Cline | ||||
Eugene J. Duffy* | Trustee | October 25, 2019 | ||
Eugene J. Duffy | ||||
Alan D. Feld* | Trustee | October 25, 2019 | ||
Alan D. Feld | ||||
Claudia A. Holz* | Trustee | October 25, 2019 | ||
Claudia A. Holz | ||||
Douglas A. Lindgren* | Trustee | October 25, 2019 | ||
Douglas A. Lindgren | ||||
Richard A. Massman* | Chair Emeritus and Trustee | October 25, 2019 | ||
Richard A. Massman | ||||
Barbara J. McKenna* | Trustee | October 25, 2019 | ||
Barbara J. McKenna | ||||
R. Gerald Turner* | Trustee | October 25, 2019 | ||
R. Gerald Turner | ||||
*By | /s/ Rosemary K. Behan | |||
Rosemary K. Behan | ||||
Attorney-In-Fact |
EXHIBIT INDEX
Type: | Description: |
99.(a)(1) | Amended and Restated Declaration of Trust, dated August 20, 2019 |
99.(b) | Amended and Restated Bylaws, effective as of August 20, 2019 |
99.(d)(2)(C)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Causeway Capital Management LLC, dated January 1, 2016 |
99.(d)(2)(D)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Foundry Partners, LLC, dated January 1, 2018 |
99.(d)(2)(E)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Hotchkis and Wiley Capital Management LLC, dated September 13, 2017 |
99.(d)(2)(J) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Strategic Income Management, LLC, dated August 31, 2015 |
99.(d)(2)(L)(ii) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Stephens Investment Management Group, LLC, dated July 1, 2018 |
99.(d)(2)(L)(iii) | Second Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Stephens Investment Management Group, LLC, dated September 1, 2019 |
99.(d)(2)(Y)(ii) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and GLG LLC, dated November 6, 2018 |
99.(d)(2)(AA)(ii) | Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Alpha Quant Advisors, LLC, dated April 19, 2018 |
99.(d)(2)(AA)(iii) | Second Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc., and Alpha Quant Advisors, LLC, dated June 10, 2019 |
99.(d)(2)(FF)(i) | First Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Continuous Capital, LLC, dated November 13, 2018 |
99.(d)(2)(FF)(ii) | Second Amendment to Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and Continuous Capital, LLC, dated June 10, 2019 |
99.(d)(2)(II) | Investment Advisory Agreement among American Beacon Funds, American Beacon Advisors, Inc. and SSI Investment Management LLC dated May 31, 2019 |
99.(e)(6) | Fifth Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc. dated May 17, 2019 |
99.(e)(7) | Sixth Amendment to the Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc. dated August 20, 2019 |
99.(g)(3) | Amendment to Custodian Agreement between Registrant and State Street Bank and Trust Company, dated May 13, 2019 |
99.(h)(9)(G) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Dividend Fund, American Beacon Alpha Quant Quality Fund, American Beacon Alpha Quant Value Fund, dated March 6, 2019 |
99.(h)(9)(O) | Fee Waiver/Expense Reimbursement Agreement for American Beacon Stephens Small Cap Growth Fund, dated August 20, 2019 |
99.(h)(9)(P) | Fee Waiver/Expense Reimbursement Agreement for R6 Class Shares of American Beacon Garcia Hamilton Quality Bond Fund, dated August 20, 2019 |
99.(h)(9)(Q) | Fee Waiver/Expense Reimbursement Agreement for American Beacon ARK Transformational Innovation Fund, American Beacon TwentyFour Strategic Income Fund, American Beacon Shapiro SMID Cap Equity Fund and American Beacon Shapiro Equity Opportunities Fund, dated August 20, 2019 |
99.(i) | Opinion and consent of counsel |
99.(j) | Consent of Independent Registered Public Accounting Firm |
99.(n) | Amended and Restated Plan Pursuant to Rule 18f-3, dated August 23, 2017 |
99.(p)(1) | Code of Ethics of American Beacon Advisors, Inc., American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund, and Resolute Investment Distributors, Inc., dated August 30, 2019 |
99.(p)(23) | Code of Ethics for Sound Point Capital Management, L.P., dated August 2012, as amended January 2018 |
99.(p)(25) | Code of Ethics for ARK Investment Management LLC, as amended January 25, 2019 |
99.(p)(26) | Code of Ethics for Alpha Quant Advisors, LLC, dated August 30, 2019 |
99.(p)(29) | Code of Ethics for Shapiro Capital Management, LLC, dated August 2018 |
99.(p)(33) | Code of Ethics for SSI Investment Management LLC, dated June 25, 2019 |
Exhibit 99.(a)(1)
AMERICAN BEACON FUNDS
AMENDED AND RESTATED DECLARATION OF TRUST
AMENDED AND RESTATED DECLARATION OF TRUST, made August 20, 2019, by each of the Trustees (as defined below) whose signature is affixed hereto.
WHEREAS, the declaration of trust for the Trust (as defined below) was initially made on January 16, 1987 (“initial declaration of trust”), by William F. Quinn, as the initial Trustee, in order to establish a trust for the investment and reinvestment of funds contributed thereto and for the Trustees to manage all property coming into their hands as trustees of a Massachusetts voluntary association with transferable Shares (as defined below) in accordance with the provisions hereinafter set forth; and
WHEREAS, the initial declaration of trust for the Trust was amended on March 10, 1987, was amended and restated on November 1, 2004, and such amended and restated declaration of trust was amended on March 23, 2005, July 31, 2012, November 12, 2013, August 7, 2014, March 4, 2015, and March 6, 2019 (as so amended, the “amended declaration of trust”); and
WHEREAS, pursuant to Article XII, Section 5, the Trustees may amend, supplement or restate the amended declaration of trust if approved by a majority vote of the Trustees, except where such amendment, supplement or restatement materially decreases the rights of shareholders in regard to liability and indemnification, as set forth in Article III Section 6 and Article XI Section 3, respectively; and
WHEREAS, the Trustees now desire to amend and restate the amended declaration of trust to incorporate amendments duly approved and to make such other changes as duly adopted by the Trustees.
NOW, THEREFORE, the Trustees declare that all money and property contributed to the Trust hereunder shall be held and managed in trust under this Amended and Restated Declaration of Trust as herein set forth below.
ARTICLE I
NAME, PRINCIPAL PLACE OF BUSINESS AND DEFINITIONS
Name
Section 1. This Trust shall be known as the “American Beacon Funds” and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. The Trustees may, without Shareholder approval, change the name of the Trust or any Series or Class and adopt such other name as they deem proper. Any name change of any Series or Class shall become effective upon approval by the Trustees of any such change or any document (including any Registration Statement (as defined below)) reflecting such change.
Principal Place of Business
Section 2. The principal place of business of the Trust shall be 220 East Las Colinas Blvd., Irving, Texas 75039.
Resident Agent
Section 3. The resident agent for the Trust in Massachusetts shall be CT Corporation, 155 Federal Street, Suite 700, Boston, Massachusetts 02110, or such other person as the Trustees may from time to time designate.
Definitions
Section 4. Wherever used herein, unless otherwise required by the context or specifically provided:
(a) The “1940 Act” refers to the Investment Company Act of 1940, as amended from time to time;
(b) The terms “Affiliated Person,” “Assignment,” “Commission,” “Interested Person,” and “Principal Underwriter” shall have the meanings given them in the 1940 Act, as amended from time to time;
(c) “By-Laws” shall mean the By-Laws of the Trust as amended from time to time;
(d) “Class” refers to the class of Shares of a Series of the Trust established in accordance with the provisions of Article III;
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended;
(f) “Commission” refers to the U.S. Securities and Exchange Commission;
(g) “Declaration of Trust” shall mean this Amended and Restated Declaration of Trust, as further amended or restated from time to time;
(h) “Majority Shareholder Vote” shall mean the “vote of a majority of the outstanding voting securities of a company” described in Section 2(a)(42) of the 1940 Act.
(i) “Net Asset Value” means the net asset value of each Series or Class as determined in the manner provided in Article X, Section 3;
(j) “Person” shall mean and include individuals, corporations, limited liability companies, partnerships, trusts (common law or statutory), associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign;
(k) “Registration Statement” means the Trust’s registration statement or statements as filed with the Commission, as from time to time in effect, and shall include any prospectus or statement of additional information forming a part thereof;
(l) “Series” refers to any series of Shares of the Trust established in accordance with the provisions of Article III;
(m) “Shares” means the transferable units of interest into which the beneficial interest of the Trust or each Series shall be divided from time to time, including such Class or Classes of Shares as the Trustees may from time to time create and establish and includes fractions of Shares as well as whole Shares consistent with the requirements of federal and/or other securities laws;
(n) “Shareholder” means a record owner of Shares of the Trust;
(o) The “Trust” refers to American Beacon Funds; and
(p) The “Trustees” refers to the individual trustees in their capacity as trustees duly elected or appointed and qualified hereunder and serving as trustees of the Trust and their successor or successors for the time being in office as such trustee or trustees, and “Trustee” refers to one of such trustees.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors, through one or more investment portfolios or Series or Classes thereof as designated by the Trustees, with a continuous source of managed investments in securities. In furtherance of the foregoing, the Trust may do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental to, or may appear conducive or expedient for the accomplishment of the business of, carrying out this purpose.
ARTICLE III
BENEFICIAL INTEREST
Shares of Beneficial Interest
Section 1. The Shares of the Trust shall be issued in one or more Series and/or Classes as the Trustees may, without Shareholder approval, authorize. Each Series shall be preferred over all other series in respect of the assets allocated to that Series. The beneficial interest in each Series shall at all times be divided into Shares, with or without par value as the Trustees may specify, each of which shall represent an equal proportionate interest in the Series with each other Share of the same Series, none having priority or preference over another.
Each Series shall be represented by one or more Classes of Shares, with each Class possessing such rights (including, notwithstanding any contrary provision herein, voting rights) as the Trustees may, without Shareholder approval, authorize. Notwithstanding any other provision of this Declaration of Trust, all Shares, when issued and outstanding, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. The number of Shares authorized shall be unlimited, and the Shares so authorized may be represented in part by fractional Shares and/or Shares held in a Series’ treasury. The Trustees may from time to time, in their sole discretion and without Shareholder approval: (a) create and establish (and change in any manner) Shares or any Series or Classes thereof with such preferences, voting powers, rights and privileges as the Trustees may, from time-to-time, determine; (b) divide or combine the Shares or any Series or Classes into a greater or lesser number without thereby changing the proportionate beneficial interests in the Series; (c) classify or reclassify any issued Shares into one or more Series or Classes of Shares; (d) abolish or convert any one or more Series or Classes of Shares; and (e) take such other action with respect to the Shares as the Trustees may deem desirable. The creation and establishment of any Series pursuant to subsection (a) herein may, but need not, be evidenced by an instrument executed by a majority of the Board of Trustees. Any such instrument shall have the status of an amendment to this Declaration of Trust. For the avoidance of doubt, to the maximum extent permitted by law, the Trust’s public filings, including its Registration Statement, shall not constitute a contract between the Trust or any Series and the Shareholders, and shall not give rise to any contract claims by the Shareholders against the Trust or any Series.
Ownership of Shares
Section 2. The ownership of Shares shall be recorded in the books of the Trust, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust and each Series or Class shall be conclusive as to who are the holders of Shares of the Trust, each Series and Class and as to the number of Shares of the Trust and each Series and Class held from time to time by each Shareholder. The Trust shall be entitled to treat the holder of record of any Shares as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other person, whether or not the Trust shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth of Massachusetts. No Shareholder shall be entitled to receive payment of any dividend or other distribution or to have notice given to such Shareholder as herein or in the By-Laws provided, until such Shareholder has given its address and such other information as shall be thereupon required to the Trust or its agent or to such other officer or such Series or Class as shall keep the record books of the Trust or such Series or Class for entry thereof.
Investment in the Trust
Section 3. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration as they or their authorized agents may from time to time authorize in their sole discretion. As determined by guidelines established by the Trustees, such investments may be in the form of cash or securities in which the Trust (or each designated portfolio or Series) is authorized to invest, valued as provided in Article X, Section 3. Investments in the Trust or any Series or any Class thereof shall be credited to each Shareholder’s account in the form of full or fractional Shares at the Net Asset Value per Share next determined after the investment is received; provided, however, that the Trustees may, in their sole discretion: (a) impose sales or other charges upon investments in the Trust or any Series or any Classes thereof; and (b) issue fractional Shares. The Trustees and their authorized agents shall have the right to refuse to accept investments in the Trust at any time without any cause or reason whatsoever.
Assets and Liabilities of the Series and Classes of the Trust
Section 4. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be referred to as “assets belonging to” that Series of the Trust and shall be held solely with respect to that Series for all purposes. In addition, any assets, income, earnings, profits and proceeds thereof, funds, or payments not readily identifiable as belonging to any particular Series or Class (collectively, “General Assets”), shall be allocated by the Trustees between and among one or more of the Series or Classes in such manner as, in their sole discretion, the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes and shall be referred to as assets belonging to that Series or Class. The assets belonging to a particular Series shall be so recorded upon the books of the Trust and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series.
The assets belonging to each particular Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses may, in the Trustees’ discretion, be allocated solely to a particular Class and, in which case, shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust that are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees, in their sole discretion, deem fair and equitable and shall be referred to as “liabilities belonging to” that Series or Class. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Any creditor of any Series may look only to the assets of that Series to satisfy such creditor’s debt and not to the assets of the Trust generally or the assets held with respect to any other Series and, except as otherwise provided in this Declaration of Trust with respect to the allocation of General Assets, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.
No Preemptive Rights
Section 5. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series or the Trustees.
Status of Shares and Limitation on Personal Liability
Section 6. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof and to the terms of any By-Laws adopted pursuant to Article V, Section 1 hereof. No Shareholder of the Trust or any Series shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series. None of the Trust, the Trustees or any officer, employee or agent of the Trust shall have any power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust shall include a recitation limiting the obligation represented thereby to the Trust and its assets (but the omission of such a recitation shall not operate to bind any Shareholder). The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust or an applicable Series shall not operate to terminate the Trust or any Series, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust, any series or the Trustees, but entitles such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the assets held with respect to the applicable Series or any other Series or the assets of the Trust generally or the right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. For the avoidance of doubt, Shareholders shall have no rights, privileges, claims or remedies under any contract or agreement entered into by the Trust or any Series thereof with any service provider or other agent to or contractor with the Trust or a Series thereof, including, without limitation, any third party beneficiary rights.
ARTICLE IV
THE TRUSTEES
Management of the Trust
Section 1. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary or desirable to carry out that responsibility.
Election of Trustees
Section 2. Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. Shareholders shall not otherwise be entitled to elect Trustees except as required by the 1940 Act. To the extent required by the 1940 Act, the Shareholders shall elect the Trustees on such dates as the Trustees may fix from time to time.
Term of Office of Trustees
Section 3. The Trustees shall hold office during the lifetime of this Trust, and until its termination as hereinafter provided, except that: (a) any Trustee may resign his or her trust by written instrument signed by him or her and delivered to the Trust’s President or the other Trustees, which resignation shall take effect upon such delivery or upon such later date as is specified therein; (b) any Trustee may be removed with or without cause at any time by written instrument, signed by at least two-thirds (2/3) of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) any Trustee who requests in writing to retire or who has become incapacitated by illness or injury may retire by written instrument signed by a majority of the other Trustees, specifying the date of his or her retirement; (d) a Trustee may be removed with or without cause at any Special Meeting of Shareholders of the Trust by a vote of the holders of Shares representing two-thirds (2/3) of the Net Asset Value (in dollars) of the outstanding Shares; and (e) a Trustee will be deemed to have retired from his or her position effective no later than the last day of the calendar year in which such Trustee reaches an age agreed upon by the Board of Trustees to be the mandatory retirement age, except that a Trustee may be granted one or more annual exemptions to the mandatory retirement age by a majority vote by the Board of Trustees. Upon the resignation, removal or retirement of a Trustee, or his or her otherwise ceasing to be a Trustee, he or she shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust property held in the name of the resigning, removed or retiring Trustee. Upon the incapacity or death of any Trustee, his or her legal representatives shall execute and deliver on his or her behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.
Resignation and Appointment of Trustees
Section 4. In case any vacancy of a Trustee position shall exist for any reason, including, but not limited to, declination to assume office, death, resignation, retirement, removal, or an increase in the number of Trustees authorized, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit, consistent
with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by recording in the records of the Trust, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power of appointment of Trustees is subject to the provisions of Section 16(a) of the 1940 Act.
Temporary Absence of Trustee
Section 5. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder, except as herein otherwise expressly provided.
Number of Trustees
Section 6. The number of Trustees serving hereunder at any time shall be determined by the Trustees themselves and shall not be less than two (2) nor more than twelve (12).
Effect of Death, Resignation, Etc. of a Trustee
Section 7. The death, declination to serve, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, or while any Trustee is physically or mentally incapacitated by reason of disease or otherwise, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy or incapacity shall be conclusive.
Ownership of Trust Assets
Section 8. The assets of the Trust shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. All of the assets of the Trust shall at all times be considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
Powers
Section 1. The Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do or to refrain from doing any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust and any Series. Except as otherwise provided herein or in the 1940 Act, the Trustees shall not in any way be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their uncontrolled discretion, shall deem proper to accomplish the purpose of this Trust. The Trustees may exercise all of their powers without recourse to any court or other authority. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction of interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Unless otherwise expressly provided herein or required by applicable law including the 1940 Act, the Trustees may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property and to hold cash or other property uninvested, without in any event being bound or limited by any present or future law or custom in regard to investments by Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust; to purchase and sell options on securities, currencies, indices, futures contracts and other financial instruments and enter into closing transactions in connection therewith; to enter into all types of commodities contracts, including, without limitation, the purchase and sale of futures contracts and forward contracts on securities, indices, currencies and other financial instruments; to engage in forward commitment, “when issued” and delayed delivery transactions; to enter into repurchase agreements and reverse repurchase agreements; to employ all types of hedging techniques and investment management strategies; and to sell securities or other financial instruments short.
(b) To adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and each Series and to amend and repeal them to the extent that the rights of amendment and repeal are not reserved to Shareholders.
(c) To elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate.
(d) To appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust and any Series, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicative body.
(e) To employ a bank, a company that is a member of a national securities exchange, a trust company or such other entity permitted under the 1940 Act as custodian of any assets of the Trust subject to any conditions set forth in this Declaration of Trust or in the By-Laws, if any.
(f) To retain a transfer agent and Shareholder servicing agent, or both.
(g) To provide for the distribution of interests of the Trust either through one or more Principal Underwriters in the manner hereinafter provided for or by the Trust itself, or both, or otherwise, including pursuant to one or more distribution plans of any kind.
(h) To set record dates in the manner hereinafter provided.
(i) To delegate such authority as they consider desirable to any officers of the Trust and to any agent, independent contractor, custodian or underwriter.
(j) To sell or exchange any or all of the assets of the Trust, subject to the provisions of Article XII, section 2(b) hereof.
(k) To vote or give assent, or exercise any rights of ownership with respect to stock or other securities or property; and to execute and deliver powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities or property as the Trustees shall deem proper.
(l) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities.
(m) To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or in its own name or in the name of a Trustee, custodian or a nominee or nominees, subject in whichever case to proper safeguards according to the usual practice of Massachusetts trust companies or investment companies.
(n) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in
the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern; and to pay calls or subscriptions with respect to any security held in the Trust.
(o) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy including, but not limited to, claims for taxes.
(p) To enter into joint ventures, general or limited partnerships and any other combinations or associations.
(q) To make distributions of income and of capital gains to Shareholders in the manner hereinafter provided.
(r) To borrow money or property or otherwise obtain credit in the name of the Trust or Series exclusively for Trust (or such Series) temporary or emergency purposes and/or for investment purposes and in connection therewith issue notes or other evidence of indebtedness, and to secure such borrowings and any derivatives or other transactions by pledging, mortgaging or otherwise granting a security interest in or lien on all or any portion of the assets of the Trust, including the lending of portfolio securities.
(s) To establish, from time to time, a minimum total investment for Shareholders, which may differ within and among any Series or Class, and to require redemption of the Shares of any Shareholders whose investment is less than such minimum upon giving notice to such Shareholder. No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.
(t) To retain an administrator, manager, investment advisors and/or investment sub-advisors.
(u) To establish separate and distinct Series of Shares with separately defined investment objectives, policies and purposes, and to allocate assets, liabilities and expenses of the Trust to a particular Series of Shares or to apportion the same among two or more Series, provided that any liability or expense incurred by a particular Series of Shares shall be payable solely out of the assets of that Series.
(v) To establish separate and distinct Classes of Shares for one or more Series, with each Class having such rights and differences as determined by the Trustees.
(w) To purchase and pay for entirely out of Trust property, or the assets belonging to any appropriate Series, such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance
policies insuring the assets of the Trust or assets belonging to any such Series, and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors or managers, Principal Underwriters, or independent contractors of the Trust or any Series individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment advisor or manager, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability.
(x) To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans and trusts, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust or any Series.
(y) To allocate assets, liabilities, and expenses of the Trust to a particular Series or Class, as appropriate, or to apportion the same among two or more Series or Classes, as appropriate, provided that any liabilities or expenses incurred by a particular Series or Class shall be payable solely out of the assets belonging to that Series as provided for in Article III.
(z) To interpret the investment policies, practices and limitations of the Trust or any Series or Class.
(aa) Notwithstanding any other provision hereof, to invest all or a portion of the assets of the Trust or any Series, or to dispose of part or all of the assets of the Trust or any Series and invest the proceeds of such disposition, in securities issued by one or more investment companies registered under the 1940 Act, including investment by means of transfer of such assets in exchange for an interest or interests in such investment company or companies or by any other method approved by the Trustees. Any such other investment company may (but need not) be a trust or other entity (formed under the laws of the Commonwealth of Massachusetts or of any other state) which is classified as a partnership for federal income tax purposes.
(bb) To issue, sell, repurchase, redeem, cancel, retire, acquire, hold, resell, reissue, transfer, dispose of and otherwise deal in Shares pursuant to applicable federal law; and to establish terms and conditions including any fees and expenses regarding the issuance, sale, repurchase, redemption, cancellation, retirement, acquisition, holding, resale, reissuance, disposition of or dealing in Shares.
(cc) To operate as and carry on the business of an investment company and to exercise all the powers necessary and appropriate to the conduct of such operations.
(dd) In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.
(ee) Subject to the 1940 Act, to engage in any other lawful act or activity in which a trust subject to Chapter 182 of the General Laws of the Commonwealth of Massachusetts may engage.
Trustees and Officers as Shareholders
Section 2. Subject only to the general limitations herein contained as to the sale and purchase of Trust Shares and any restrictions that may be contained in the By-Laws:
(a) Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if he or she were not a Trustee, officer or agent;
(b) The Trustees may issue and sell or cause to be issued and sold Shares to (and buy such Shares from) any such person or firm or company in which such person is interested.
Action by the Trustees
Section 3. Except as otherwise provided herein or in the 1940 Act or from time to time in the By-Laws, the Trustees shall act by majority vote at a meeting duly called at which a quorum is present or by the written consent of a majority of the Trustees then in office without a meeting or by telephone consent provided a quorum of Trustees participate in any such telephonic meeting, unless the 1940 Act requires that a particular action be taken only at an in-person meeting of the Trustees. Any such written consent may be executed and given by electronic means. Such written consents shall be filed with the minutes of the proceedings of the Trustees. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.
At any meeting of the Trustees, a majority of the Trustees shall constitute a quorum. Meetings of the Trustees may be called orally or in writing by the Chair of the Trustees or by any two other Trustees. Notice of the time, date and place of all meetings of the Trustees shall be given to each Trustee as provided in the By-Laws.
Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Subject to the requirements of the 1940 Act, the Trustees by majority vote may delegate to any one of their number the authority to approve particular matters or take particular actions on behalf of the Trust. Written consents or waivers of Trustees may be executed in one or more
counterparts. Execution of a written consent or waiver and delivery thereof to the Trust may be accomplished by facsimile or other electronic means including, but not limited to, electronic mail.
Litigation
Section 4. The Trustees shall have full power and authority, in the name and on behalf of the Trust or any Series, to engage in and to prosecute, defend, compromise, settle, abandon, or adjust by arbitration or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust or any Series or arising out of or relating to the Trustees’ service to the Trust or any Series, and out of the assets of the Trust or the related Series to pay or to satisfy any liabilities, losses, debts, claims or expenses (including without limitation attorneys’ fees) incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any committee thereof, to the maximum extent permitted by law, to dismiss or terminate any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any party, including a Shareholder in its own name or in the name of the Trust or the related Series (including without limitation as discussed in Article XII, Section 6 of this Declaration of Trust), whether or not the Trust or any Series or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust. To the maximum extent permitted by law, any exercise of the power described herein shall be final and binding on all parties (including Shareholders).
No Implied Duties or Liabilities
Section 5. Except to the extent required by mandatory provisions of applicable law, including the 1940 Act, no Trustee or officer of the Trust shall owe any fiduciary duties to the Trust or any Series or to any Shareholder or any other person, and nothing in this Declaration of Trust shall be deemed to create any fiduciary duty or other legal duty or obligation (a) on the part of the Trustees or officers to the Trust, any Series or Classes, the Shareholders, or any other person; or (b) on the part of the Trust or any Series to the Shareholders or any other person except the Trustees. To the extent that, at law (statutory or common) or in equity, a Trustee or officer of the Trust has duties (including fiduciary duties) and liabilities relating thereto to the Trust or any Series or Class, to the Shareholders or to any other person, a Trustee acting under this Declaration of Trust shall not be liable to the Trust, to the Shareholders or to any other person for his or her good faith reliance on the provisions of this Declaration of Trust. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust or the By-Laws, and subject to the provisions of Article XI, shall not be liable for any act or omission in accordance with such advice or for failing to follow such advice. The provisions of this Declaration of Trust, to the extent that they restrict the duties and liabilities of the Trustees or officers of the Trust otherwise existing at law (statutory or common) or in equity, shall apply to the Shareholders and all other persons affected by this Declaration of Trust to replace such other duties and liabilities of such Trustees.
Determinations by Trustees
Section 6. The Trustees may make any determinations they deem necessary with respect to the provisions of this Declaration of Trust, including the following matters: the amount of the assets, obligations, liabilities and expenses of the Trust or any Series or Class and the allocation of such assets, obligations, liabilities and expenses to the Trust or between and among any Series or Class; the amount of the net income of the Trust or any Series or Class from dividends, capital gains, interest or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust or any Series or Class; the number of Shares of the Trust or any Series or Class issued or issuable; and the Net Asset Value per Share.
Delegation by Trustees
Section 7. Subject only to any limitations required by applicable law, including the 1940 Act, by this Declaration of Trust, or by the By-Laws, the Trustees may delegate any and all powers and authority hereunder as they consider desirable to any officer of the Trust, to any committee of the Board, any committee composed of Trustees and other persons and any committee composed only of persons other than Trustees and to any agent, independent contractor or employee of the Trust or to any custodian, administrator, transfer or shareholder servicing agent, manager, investment advisor or sub-advisor, Principal Underwriter or other service provider, provided that such delegation of power or authority by the Trustees shall not cause any Trustee to cease to be a Trustee of the Trust or cause such person, officer, agent, employee, custodian, transfer or shareholder servicing agent, manager, Principal Underwriter or other service provider to whom any power or authority has been delegated to be a Trustee of the Trust. The reference in this Declaration of Trust to the right of the Trustee to, or circumstances under which they may, delegate any power or authority, or the reference in this Declaration of Trust to the authorized agents of the Trustees or any other Person to whom any power or authority has been or may be delegated pursuant to any specific provision of this Declaration of Trust, shall not limit the authority of the Trustees to delegate any other power or authority under this Declaration of Trust to any Person, subject only to any limitations under applicable law including the 1940 Act.
Chair of the Trustees
Section 8. The Trustees may appoint one of their number to be Chair of the Board of Trustees and to perform such duties as the Trustees may designate.
ARTICLE VI
EXPENSES OF THE TRUST
Payment of Expenses by the Trust
Section 1. Subject to the provisions of Article III, Section 4, the Trustees are authorized to have paid from the Trust estate or the assets belonging to the appropriate Series, as they deem fair and appropriate, for expenses and disbursements, including, without limitation, fees and expenses of Trustees who are not Interested Persons of the Trust, interest expenses, taxes, fees and commissions of every kind, expenses of pricing Trust portfolio securities, expenses of issue, repurchase and redemption of Shares including expenses attributable to a program of periodic repurchases or redemptions, expenses of registering and/or qualifying the Trust and its Shares under federal and state laws and regulations, expenses of rating the Trust by independent rating services, charges of investment advisors, managers, administrators, custodians, transfer agents, and registrars, expenses of preparing and setting up in type Prospectuses and Statements of Additional Information, expenses of printing and distributing Prospectuses sent to existing Shareholders, auditing and legal expenses, reports to Shareholders, expenses of meetings of Shareholders and proxy solicitations therefor, insurance expenses, association membership dues and for such non-recurring items as may arise, including litigation to which the Trust is a party, and for all losses and liabilities from them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on the assets belonging to the appropriate Series prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.
ARTICLE VII
INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Investment Advisor
Section 1. Subject to the applicable requirements of the 1940 Act, as modified by or interpreted by any applicable order of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, the Trustees may, in their discretion from time to time, enter into an investment advisory or similar contract(s) with respect to the Trust or any Series thereof whereby the other party(ies) to such contract(s) shall undertake to furnish the Trustees such management, investment advisory, valuation of assets, statistical, research, clerical and administrative facilities and services and such other facilities and services, if any, and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the investment advisor(s) (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities and other investment instruments of the Trust on behalf of the Trustees or may authorize any officer, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment advisor (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by all of the Trustees.
The Trustees may, subject to applicable requirements of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, including those relating to Shareholder approval, authorize the investment advisor to employ one or more sub-advisors
from time to time to perform such of the acts and services of the investment advisor, and upon such terms and conditions, as may be agreed upon between the investment advisor and sub-advisor and as shall be approved by the Trustees.
Notwithstanding any contrary provisions herein, the Trustees can enter into investment advisory or investment subadvisory contracts without Shareholder approval permitted by an exemptive order of the Commission or similar relief granted by the Commission or its staff, including a staff no-action position.
Principal Underwriter
Section 2. The Trustees may, in their discretion from time to time, enter into a contract(s) on behalf of the Trust or any Series of the Trust providing for the sale of the Shares, whereby the Trust may either agree to sell the Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as may be prescribed in the By-Laws, if any, and such further terms and conditions as the Trustees may in their discretion determine to be not inconsistent with the provisions of this Article VII or of the By-Laws and which the Trustees determine to be reasonable and proper, if any; and such contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust. Alternatively, or in addition thereto, the Trust can directly distribute its Shares and, if necessary in connection with such distribution, register as a broker-dealer in appropriate jurisdictions. The Trustees may in their discretion adopt a plan or plans of distribution and enter into any related agreements whereby the Trust finances directly or indirectly any activity that is primarily intended to result in sales of Shares.
Transfer Agent
Section 3. The Trustees may, in their discretion from time to time, enter into transfer agency, sub-transfer agency and Shareholder service contracts whereby the other party shall undertake to furnish the Trust with transfer agency, sub-transfer agency and Shareholder services. The contracts shall be on such terms and conditions as the Trustees may in their discretion determine are not inconsistent with the provisions of this Declaration of Trust or of the By-Laws, if any, and which the Trustees may deem advisable. Such services may be provided by one or more entities including one or more agents of such parties.
Administrator
Section 4. The Trustees may, in their discretion from time to time, enter into administrative contracts whereby the other party shall undertake to furnish the Trust with such functions as the Trustees may deem reasonable and proper, including, without limitation, clerical and administrative functions. The contracts shall be on such terms and conditions and the Trustees may in their discretion determine are not inconsistent with the provisions of this Declaration of Trust or of the By-Laws, if any, and which the Trustees may deem advisable. Such services may be provided by one or more entities including one or more agents of such parties.
Parties to Contract
Section 5. Any contract of the character described in Sections 1, 2, 3 and 4 of this Article VII or in Article IX hereof may be entered into with any person, corporation, firm, partnership, trust or association, including the investment advisor, any investment sub-advisor, principal underwriter, custodian, transfer agent, sub-transfer agent, administrator, sub-administrator or an affiliate of such investment advisor, investment sub-advisor, principal underwriter, custodian, transfer agent, sub-transfer agent, administrator or sub-administrator, although one or more of the Trustees, officers or Shareholders of the Trust may be an officer, director, trustee, manager, shareholder, partner or member of such other party to the contract, or otherwise interested in such contract, and no such agreement shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust or any applicable Series under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was reasonable and fair and not inconsistent with the provisions of this Article VII or Article IX or the By-Laws, if any. The same person (including a firm, corporation, partnership, trust, or association) may be a party to more than one contract entered into pursuant to Sections 1, 2, 3 and 4 above or Article IX, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 5.
Provisions and Amendments
Section 6. Any contract entered into pursuant to Sections 1 and 2 of this Article VII shall be consistent with and subject to the requirements of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission, with respect to its continuance in effect, its termination, and the method of authorization and approval of such contract or renewal or amendment thereof.
Section 7. The authority of the Trustees hereunder to authorize the Trust or any Series to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any
specific contracts in this Article VII or Article IX shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Trust or any Series to employ, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Trust and any Series. The Trustees are further empowered, at any time and from time to time, to contract with any Person to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series.
ARTICLE VIII
SHAREHOLDERS’ VOTING POWERS AND MEETINGS
Voting Powers
Section 1. The Shareholders shall have power to vote only: (a) for the election of Trustees as and to the extent provided in Article IV, Section 2; (b) for the removal of Trustees as and to the extent provided in Article IV, Section 3(d); (c) with respect to any investment advisory or subadvisory contract to the extent provided in Sections 1 and 6 of Article VII; (d) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 5; (e) to the same extent as the shareholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, provided, however, that a Shareholder of a particular Series or Class shall not be entitled to bring any derivative or class action on behalf of any other Series or Class of the Trust; and (f) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws of the Trust, if any, or any registration and/or qualification of the Trust with the Commission or any state, as the Trustees may consider desirable.
On any matter submitted to a vote of the Shareholders, each Shareholder shall be entitled to one vote for each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share) as to any matter on which the Shareholder is entitled to vote, and each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Votes may be cast in person or by proxy or in any manner provided in the By-Laws, which may provide that a proxy may be given in writing or by electronic, telephonic or other alternative means, or in any other manner deemed acceptable by the Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Meetings
Section 2. The Trust shall not be required to hold annual meetings of Shareholders unless required by law. Special meetings of the Shareholders may be called by the Trustees for the purpose of any matter requiring the vote or authority of Shareholders as herein provided, or on any other matter deemed by the Trustees to be necessary or desirable. Special meetings may be held at the principal office of the Trust or such other place as the Trustees may designate. Special meetings also shall be called by the Trustees for the purpose of removing one or more
Trustees upon the written request for such a meeting by holders of Shares representing at least 10 percent of the Net Asset Value (in dollars) of the outstanding Shares entitled to vote. Whenever ten or more Shareholders meeting the qualifications set forth in Section 16(c) of the 1940 Act, as the same may be amended from time to time or modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission, seek the opportunity of furnishing materials to the other Shareholders with a view to obtaining signatures on such a request for a meeting, the Trustees shall comply with the provisions of said Section 16(c) with respect to providing such Shareholders access to the list of the Shareholders of record of the Trust or the mailing of such materials to such Shareholders of record. Shareholders shall be entitled to at least 15 days’ notice of any meeting.
Quorum and Required Vote
Section 3. Holders of Shares representing at least one-third (1/3) of the Net Asset Value (in dollars) of the Shares outstanding and entitled to vote in person or represented by proxy shall constitute a Quorum for the transaction of business at a Shareholders’ meeting, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust or the By-Laws. Where any provision of applicable law or of this Declaration of Trust or the By-Laws permits or requires that holders of any Series or Class shall vote as a Series or Class, then holders of Shares representing at least one-third (1/3) of the Net Asset Value (in dollars) of the Shares of that Series or Class outstanding and entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust or the By-Laws. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, without the necessity of further notice, unless a new record date of the adjourned meeting is fixed, in which case the Board shall set a new record date. If notice of any such adjourned meeting is required pursuant to the previous sentence, it shall be given to each Shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting.
Except when a larger vote is required by any provision of this Declaration of Trust, the By-Laws or law, a majority of the votes cast in person or by proxy shall decide any questions and a plurality shall elect a Trustee. Votes shall be cast in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-Laws requires that votes be cast by individual Series or Class. When any provision of law or of this Declaration of Trust permits or requires that the holders of any Series or Class shall vote as a Series or Class, then a majority of the votes of that Series or Class cast on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.
Establishment of Record Dates
Section 4. The Trustees may close the stock transfer books of the Trust for a period not exceeding 90 days preceding the date of any meeting of Shareholders, or the date for the payment of any dividends, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect; or in lieu of closing the stock transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding 90 days preceding the date of any meeting of Shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of Shares, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at such meeting, or to receive payment of such dividend, or to receive such allotment or rights, or to exercise such rights as the case may be, notwithstanding any transfer of any Shares on the books of the Trust after any such record date fixed as aforesaid.
If the Board of Trustees does not so fix a record date:
(a) The record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day before the notice is given or, if notice is waived, at the close of business on the business day which is five (5) business days before the day on which the meeting is held.
(b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopts the resolution taking such prior action.
Nothing in this Section shall be construed as precluding the Board of Trustees from setting different record dates for different Series or Classes.
ARTICLE IX
CUSTODIAN
Appointment and Duties
Section 1. The Trustees shall at all times employ a bank, a company that is a member of a national securities exchange, trust company, or other entity permitted under the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, having capital, surplus and undivided profits of at least two million dollars ($2,000,000), or such other amount as shall be allowed by the Commission or by the 1940 Act, as custodian on such basis of compensation as may be agreed upon between the Trustees and the custodian. The custodian shall have authority as agent for the Trust, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust:
(a) to hold the securities and cash owned by the Trust and deliver the same upon written order or oral order, if confirmed in writing, or by such electronic means as are agreed to by the Trust and the custodian;
(b) to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct;
(c) to disburse such funds upon orders or vouchers;
(d) to keep the books and accounts of the Trust and furnish clerical and accounting services; and
(e) to compute, if authorized to do so by the Trustees, the Trust’s Net Asset Value in accordance with the provisions hereof.
If so directed by a Majority Shareholder Vote, the custodian shall deliver and pay over all property of the Trust held by it as specified in such vote.
Employment of Sub-Custodian
Section 2. The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian, and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be (a) a bank, a company that is a member of a national securities exchange, trust company or other entity permitted under the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, having capital, surplus and undivided profits of at least two million dollars ($2,000,000) or such other amount as shall be allowed by the Commission or by the 1940 Act, or (b) an eligible foreign custodian in accordance with Rule 17f-5 under the 1940 Act or any such applicable successor regulation.
Central Depository System
Section 3. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, as amended, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act as from time to time amended, pursuant to which system all securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities; provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians, or other authorized agents.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Distributions
Section 1.
(a) The Trustees may from time to time declare and pay dividends. The amount of such dividends and the payment of them shall be wholly in the discretion of the Trustees.
(b) The Trustees shall have power, to the fullest extent permitted by the laws of Massachusetts, at any time to declare and cause to be paid dividends on Shares from assets of a particular Series, which dividends, at the election of the Trustees, may be paid daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, and may be payable in Shares at the election of each Shareholder. All dividends and other distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of Shares of that Series held by such Shareholders at the date and time of record established for the payment of such dividends or distributions, except that such dividends and other distributions shall appropriately reflect expenses allocated to a particular Class of such Series.
(c) Anything in this Declaration of Trust to the contrary notwithstanding, the Trustees may at any time declare and distribute pro rata among the Shareholders a “stock dividend.”
Redemptions
Section 2. In case any Shareholder of record of a particular Series or Class of a Series desires to dispose of its Shares, the Shareholder may deposit at the office of the transfer agent or other authorized agent of the Trust a written request or such other form of request, including, but not limited to, electronic mail, as the Trustees may from time to time authorize, requesting that the Trust purchase the Shares in accordance with this Section 2; and the Shareholder so requesting shall be entitled to require the Series to purchase, and the Trust or the Principal Underwriter of the Trust shall purchase, said Shares, but only at the Net Asset Value thereof (as described in Section 3 of this Article X) less such charges as are determined by the Trustees and described in the Trust’s Registration Statement under the Securities Act of 1933, as amended, or any Prospectus or Statement of Additional Information contained therein, as supplemented. The Series shall make payment for any such Shares to be redeemed, as aforesaid, in cash to the extent required by federal law, and securities from the assets of that Series, and payment for such Shares shall be made by the Series or the Principal Underwriter to the Shareholder of record within seven (7) days after the date upon which the request is received in proper form or as otherwise determined by the Trustees. If Shares being redeemed have been purchased by check, the Series may postpone payment until the Trust has assurance that good payment has been collected for the purchase of the Shares. The Trust may require Shareholders to pay a sales charge to the Trust, the Principal Underwriter, or any other person designated by the Trustees upon redemption or repurchase of Shares or any Series or Class in such amount as shall be determined from time to time by the Trustees. The amount of such sales charge may, but need not, vary depending on various factors including, without limitation, the holding period of the redeemed or repurchased Shares. The Trustees may also charge a redemption or repurchase fee in such amount as may be determined from time to time by the Trustees.
Determination of Net Asset Value and Valuation of Portfolio Assets
Section 3. The term “Net Asset Value” of any Series or Class shall mean that amount by which the assets of that Series or Class exceed its liabilities, all as determined by or under the direction of the Trustees. Such value per Share shall be determined separately for each Series or Class of Shares and shall be determined on such days and at such times as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by the Trustees, provided, however, that the Trustees, without Shareholder approval, may alter the method of appraising portfolio securities insofar as permitted under the 1940 Act and the rules, regulations and interpretations thereof promulgated or issued by the Commission or insofar as permitted by any order of the Commission. The Trustees may delegate any powers and duties under this Section 3 with respect to appraisal of assets and liabilities. At any time the Trustees may cause the value per Share last determined to be determined again in similar manner and may fix the time when such redetermined value shall become effective.
Suspension of the Right of Redemption
Section 4. The Trustees may declare a suspension of the right of redemption or postpone the date of payment to the extent as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment until the Trustees shall declare the suspension at an end. In the case of a suspension of the right of redemption, a Shareholder may either withdraw his or her request for redemption or receive payment based on the Net Asset Value per Share existing after the termination of the suspension. In the event that any Series is divided into Classes, the provisions of this Section 4, to the extent applicable as determined in the discretion of the Trustees and consistent with applicable law, may, but need not, be equally applied to each such Class.
Required Redemptions
Section 5. The Trustees may require Shareholders to redeem Shares for any reason under terms set by the Trustees, including, but not limited to, (a) the failure of a Shareholder to supply a tax identification or similar number if required to do so, (b) the failure of a Shareholder to pay when due for the purchase of Shares issued to him, (c) the failure to maintain a minimum account balance as may be established by the Trustees, (d) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the Trust or any Series or Class or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class, or (e) if a Shareholder fails to meet or maintain the qualifications for ownership of Shares of a particular Series or Class. The redemption shall be effected at the redemption price and in the manner provided in this Article X.
The holders of Shares shall upon demand disclose in writing such information with respect to direct and indirect ownership of Shares as may be necessary to comply with the provisions of the Code, or to comply with the requirements of any other taxing authority.
Redemptions in Kind
Section 6. Subject to applicable federal law including the 1940 Act, the redemption price may be paid, in any case or cases, wholly or partly in kind. The Trustees may, but need not, determine that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may, but need not, be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Limitation of Liability
Section 1. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees and officers of the Trust shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or investment advisor of the Trust, and shall not be liable for errors of judgment or mistakes of fact or law, but nothing contained herein shall protect any Trustee or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Indemnification
Section 2.
(a) Subject to the exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer or employee of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust and each Series to the fullest extent permitted by law, including the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof;
(ii) subject to the provisions of this Section 2, each Covered Person shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the records, books and accounts of the Trust or, as applicable, any Series, upon an opinion or other advice of legal counsel, or upon reports made or advice given to the Trust or, as applicable, any Series, by any Trustee or any of its officers, employees, or a service provider selected with reasonable care by the Trustees or officers of the Trust, regardless of whether the person rendering such report or advice may also be a Trustee, officer or employee of the Trust or, as applicable, any Series.
(iii) as used herein, the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities whatsoever.
(b) To the extent required under the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, but only to such extent, no indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; or
(ii) in the event of a settlement, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office: (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Covered Person and shall inure to the benefit of the heirs, executors and administrators of such Covered Person. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person.
(d) To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
(e) To the maximum extent permitted by applicable law, including Section 17(h) of the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 2 shall be paid by the Trust or the applicable
Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or a Series, as applicable, if it is ultimately determined that he or she is not entitled to indemnification under this Section 2; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission.
The advancement of any expenses pursuant to this Section 2(e) shall under no circumstances be considered a “loan” under the Sarbanes-Oxley Act of 2002, as amended from time to time, or for any other reason.
(f) Any repeal or modification of this Article XI or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article XI shall be prospective only to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered Person with respect to any act or omission that occurred prior to such repeal, modification or adoption.
(g) Notwithstanding any other provision in this Declaration of Trust to the contrary, any liability and/or expense against which any Covered Person is indemnified under this Section 2 and any advancement of expenses that any Covered Person is entitled to be paid under Section 2(e) shall be deemed to be joint and several obligations of the Trust and each Series, and the assets of the Trust and each Series shall be subject to the claims of any Covered Person therefor under this Article XI; provided that (a) any such liability, expense or obligation may be allocated and charged by the Trustees between or among the Trust and/or any one or more Series (and Classes) in such manner as the Trustees in their sole discretion deem fair and equitable; and (b) the Trustees may determine that any such liability, expense or obligation should not be allocated to one or more Series (and Classes), and such Series or Classes shall not be liable therefor as provided under Article III, Section 4.
(h) Without limiting the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition of assets subject to liabilities or a merger or consolidation pursuant to Article XII, Section 2, assume the obligation to indemnify any person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article XI, Section 2 unless otherwise required under applicable law.
Shareholders
Section 3. In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against any loss and expense arising from such liability. The Trust shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust or applicable Series and satisfy any judgment thereon.
Trustee’s Good Faith Action, Expert Advice, No Bond or Surety
Section 4. The exercise in good faith by the Trustees of their powers and discretions under this Declaration of Trust or the By-Laws shall be binding upon everyone interested. The Trustees may rely in good faith upon advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust or the By-Laws and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice; provided the Trustees shall be under no liability for failing to follow such advice. A Trustee shall be fully protected in relying in faith upon the records of the Trust and upon information, opinions, reports or statements presented by another Trustee or any officer, employee or other agent of the Trust, or by any other Person, as to matters the Trustee reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Trust or any Series or Class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Trust or any Series or Class or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Shareholders or creditors of the Trust might properly be paid. The appointment, designation or identification of a Trustee as Chair of the Trustees, a member or chair of a committee of the Board, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee’s rights or entitlement to indemnification or advancement of expenses. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained.
ARTICLE XII
MISCELLANEOUS
Not A Joint Stock Association, No Power to Bind Shareholders, Creditors, Trustee Liability
Section 1. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. No Trustee hereunder shall have any power to bind personally either the Trust’s officers or any Shareholder. All persons extending credit to, contracting with or having any claim against the Trust (or a particular Series) or the Trustees shall look only to the assets of
the Trust (or of such Series) for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of their agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect a Trustee against any liability to which the Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder.
Termination of Trust, a Series or a Class
Section 2.
(a) This Trust shall continue without limitation of time but subject to the provisions of paragraphs (b) and (c) of this Section 2.
Subject to a Majority Shareholder Vote of the Shareholders of the Trust, any Series or any Class, as appropriate, the Trust or any Series may be dissolved and any Class may be terminated at any time by the Trustees. Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
Upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the applicable Series as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Shares remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 2(a) that are specified in connection with the dissolution and winding up of the Trust or any Series. Alternatively, in connection with the dissolution of any Series or termination of any Class, the Trustees may treat such dissolution or termination as a redemption of the Shareholders of such Series or Class provided that the costs relating to the dissolution of such Series or termination of such Class shall be included in the determination of the Net Asset Value of the Shares of such Series or Class for purposes of determining the redemption price to be paid to the Shareholders of such Series or Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle. Upon dissolution of the Trust, following
completion of winding up of the Trust’s business and affairs, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged.
(b) Notwithstanding anything else herein, the Trustees may, subject to a Majority Shareholder Vote, and to the extent permitted by law: (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act and that, in any case, is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States; (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States; (iv) sell or convey all or substantially all of the assets of the Trust, a Series or a Class or Classes to another Series or Class of the Trust or to another trust, partnership, limited liability company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law) (including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other business entity is an open-end management investment company as defined in the 1940 Act, and, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees, which may include the assumption of all outstanding obligations, taxes and other liabilities accrued or contingent, of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation or other business entity or series thereof; or (v) at any time sell or convert into money all or any part of the assets of the Trust, a Series or Class, as appropriate. Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one (1) Trustee and facsimile signatures conveyed by electronic or other means shall be valid. An agreement of merger or consolidation approved by the Trustees in accordance with this Section 2(b) may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation.
(c) The Trustees may take any of the actions specified in Sections 2(a) and 2(b) above without obtaining a Majority Shareholder Vote of any Series or Class or of the Trust, except as otherwise required under the 1940 Act, if a majority of the Trustees makes a determination that (i) the continuation of the Trust or a Series or Class of the Trust is not in the best interest of such Series or Class or the Trust or their respective Shareholders as a result of factors or events adversely affecting the ability of such Series or Class or the Trust to conduct its business and operations in an economically viable manner or (ii) that a merger, consolidation, reorganization or similar transaction is in the best interest of the Series or Class or of the Trust, as appropriate. Such factors and events may include the inability of a Series, a Class or the Trust to maintain its assets at an appropriate size, changes in law or regulations governing the Series or Class, or the Trust or affecting assets of the type in which such Series or Class or the Trust invests, or economic developments or trends having a significant adverse impact on the business or operations of such Series or Class or the Trust.
(d) Upon completion of the distribution of the remaining assets as provided in paragraphs (b) and (c), the Trust, Series or Class, as appropriate, shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties shall be canceled and discharged.
Filing of Copies, References, Headings, Rules of Construction
Section 3. The original or a copy of this instrument and of each Declaration of Trust supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each supplemental declaration of trust shall be filed by the Trustees with the Secretary of the Commonwealth of Massachusetts and the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such supplemental declarations of trust have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original may rely on a copy certified by any officer or Trustee of the Trust to be a copy of this instrument or of any such supplemental declaration of trust. Except as required by applicable law, no other documents, statements or information, such as the Trust’s Registration Statement, as amended from time to time, modify the provisions of this Declaration of Trust and shall not give rise to any rights or duties hereunder. To the maximum extent permitted by law, the Trust’s public filings, including its Registration Statement, as amended from time to time, shall not give rise to any contractual or other types of rights or duties, but such documents may expressly describe any rights or duties. In this instrument or in any such supplemental declaration of trust, references to this instrument, and the expressions “herein,” “hereof” and “hereunder,” shall be deemed to refer to this instrument as amended or affected by any such supplemental declaration of trust. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original.
Applicable Law
Section 4. The trust set forth in this instrument is made in the Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust.
Amendments
Section 5. This instrument can be amended, supplemented or restated by a majority vote of the Trustees. Amendments, supplements or restatements having the purpose of materially decreasing the rights of Shareholders in regard to liability and indemnification, as set forth in Article III Section 6 and Article XI Section 3, respectively, shall require a Majority Shareholder Vote. Copies of the amended, supplemented or restated Declaration of Trust shall be filed as specified in Section 3 of this Article XII.
Derivative Actions
Section 6. A Shareholder or Shareholders may bring a derivative action on behalf of the Trust only in accordance with the terms of this Section 6 of this Article XII, in addition to any requirements applicable to shareholders of a Massachusetts business corporation that are not inconsistent with the terms of the Declaration of Trust or the By-Laws:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed and irreparable nonmonetary injury to the Trust or Series or Class that the plaintiff could not reasonably have prevented would otherwise result. For purposes of this Section 6(a) of this Article XII, a demand on the Trustees shall only be deemed not likely to succeed if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “Independent Trustees” (defined for the purposes of this Section 6 as a trustee who is not an “Interested Person” as defined in the 1940 Act). Such demand shall be executed by or on behalf of no fewer than three complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or marriage) to any other complaining Shareholder executing such demand. Such demand shall contain a detailed description of the action or failure to act complained of, the facts upon which such allegation is made and the reasonably estimated damages or other relief sought.
(b) Unless a demand is not required under paragraph (a) of this Section 6, Shareholders eligible to bring such derivative action under any requirements applicable to shareholders of a Massachusetts business corporation that are not inconsistent with the terms of this Declaration of Trust or the By-Laws, who collectively hold Shares
representing ten percent (10%) or more of the total combined Net Asset Value of all Shares issued and outstanding or of the Series or Classes to which such action relates if it does not relate to all Series and Classes, shall join in the request for the Trustees to commence such action.
(c) Unless a demand is not required under paragraph (a) of this Section 6, the Trustees must be afforded a reasonable amount of time, which may be up to ninety (90) calendar days , to consider such Shareholder request and to investigate the basis of such claim. The Board of Trustees, or a committee designated or established by the Board of Trustees to consider the merits of the demand, shall be entitled to retain counsel or other advisors in considering the merits of the request.
(d) For purposes of this Section 6, the Board of Trustees may designate a committee of two or more Trustees to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who are Independent Trustees. Those Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request.
(e) If the demand has been properly made pursuant to this Section 6, and a majority of the Trustees, including a majority of the Independent Trustees, or, if a committee has been appointed, a majority of the members of such committee, have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust or the affected Series, as applicable, the demand shall be rejected, which decision shall be final and binding upon the Shareholders and judicially unreviewable, and the complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees, or committee thereof, not to pursue the requested action was inconsistent with the standard required of the Trustees or committee thereof under applicable law.
(f) No Shareholder may bring a direct action claiming injury as a Shareholder of the Trust, or any Series or Class thereof, where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of a Series or Class, unless the Shareholder has suffered an injury distinct from that suffered by Shareholders of the Trust, or the Series or Class, generally. A Shareholder bringing a direct claim must be a Shareholder of the Series or Class against which the direct action is brought at the time of the injury complained of, or have acquired the Shares afterwards by operation of law from a person who was a Shareholder at that time.
(g) Each Shareholder acknowledges and agrees that any alleged injury to Trust property or assets belonging to a Series, as the case may be, any diminution in the value of the Shareholder’s Shares, or any other claim arising out of or relating to an allegation regarding the actions, inaction, or omissions of or by the Trustees, the Trust’s officers, or a service provider is a legal claim belonging only to the Trust and not to the Shareholders individually. Accordingly, all Shareholders agree to bring any and all such claims pursuant only to the provisions of this Section 6.
Fiscal Year
Section 7. The fiscal year of each Series of the Trust shall end on a specified date as determined by the Trustees; provided, however, that the Trustees may, without Shareholder approval, change the fiscal year of any Series of the Trust.
Use of the Words “American Beacon”
Section 8. American Beacon Advisors, Inc. has consented to the use by the Trust of the identifying words “American Beacon Funds.” Such consent is conditioned upon the employment of American Beacon Advisors, Inc., its successors or its affiliated companies as investment advisor or manager of the Trust. As between the Trust and itself, American Beacon Advisors, Inc. controls the use of the name of the Trust insofar as such name contains the identifying words “American Beacon Funds.” American Beacon Advisors, Inc. may from time to time use the identifying words “American Beacon Funds” in other connections and for other purposes, including, without limitation, in the names of other corporations or businesses which it may manage, advise, sponsor or own, or in which it may have a financial interest. American Beacon Advisors, Inc. may require the Trust to cease using the identifying words “American Beacon Funds” in the name of the Trust if the Trust ceases to employ American Beacon Advisors, Inc. or another subsidiary or affiliate of American Beacon Advisors, Inc. as investment advisor or manager.
Notice to other Parties
Section 9. At the Trustees discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer may give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and may recite that the same was executed or made by or on behalf of the Trust or by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he and she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually.
Provisions in Conflict with Law or Regulations
Section 10.
(a) The provisions of this Declaration of Trust are severable, and, if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Code (or any successor statute thereto) and the regulations thereunder, or with other applicable laws and/or regulations, the conflicting provisions shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.
Jurisdiction and Waiver of Jury Trial
Section 11. JURISDICTION AND WAIVER OF JURY TRIAL. Any suit, action or proceeding brought by or in the right of any Shareholder or any person claiming any interest in any Shares against the Trust, any Series or Class, the Trustees or officers of the Trust, shall be brought exclusively in the United States District Court for the District of Massachusetts, or to the extent such court does not have jurisdiction then such actions and/or claims shall be brought in the Superior Court of Suffolk County for the Commonwealth of Massachusetts, and all Shareholders and other such Persons hereby irrevocably consent to the jurisdiction of such courts (and the appropriate appellate courts, therefrom) in any such suit, action or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection they may make now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, OR TO THE EXTENT SUCH COURT DOES NOT HAVE JURISDICTION THEN IN THE SUPERIOR COURT OF SUFFOLK COUNTY FOR THE COMMONWEALTH OF MASSACHUSETTS, ALL SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other such Persons agree that service of summons, complaint or other process in connection with any proceedings may be made by registered or certified mail or by overnight courier addressed to such Person at the address shown on the books and records of the Trust for such Person or at the address of the Person shown on the books and records of the Trust with respect to the Shares that such Person claims an interest in. Service of process in any such suit, action or proceeding against the Trust or any Trustee or officer of the Trust may be made at the address of the Trust’s registered agent in the Commonwealth of Massachusetts. Any service so made shall be effective as if personally made in the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the undersigned have executed this instrument the 20th day of August, 2019.
/s/ Gilbert G. Alvarado | ||
Gilbert G. Alvarado | ||
/s/ Joseph B. Armes | ||
Joseph B. Armes | ||
/s/ Gerard J. Arpey | ||
Gerard J. Arpey | ||
/s/ Brenda A. Cline | ||
Brenda A. Cline | ||
/s/ Eugene J. Duffy | ||
Eugene J. Duffy | ||
/s/ Alan D. Feld | ||
Alan D. Feld | ||
/s/ Claudia A. Holz | ||
Claudia A. Holz | ||
/s/ Douglas A. Lindgren | ||
Douglas A. Lindgren | ||
/s/ Richard A. Massman | ||
Richard A. Massman | ||
/s/ Barbara J. McKenna | ||
Barbara J. McKenna | ||
/s/ R. Gerald Turner | ||
R. Gerald Turner |
Exhibit 99.(b)
AMENDED AND RESTATED BY-LAWS
of
American Beacon Funds
A Massachusetts Business Trust
Effective as of August 20, 2019
INTRODUCTION
A. AGREEMENT AND DECLARATION OF TRUST. These Amended and Restated By-Laws shall be subject to the Amended and Restated Declaration of Trust, as further amended from time to time, in effect (the “Declaration of Trust”), of American Beacon Funds, a Massachusetts business trust (the “Trust”). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall control.
B. DEFINITIONS. Capitalized terms used herein and not herein defined are used as defined in the Declaration of Trust.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The Trustees shall fix and, from time to time, may change the location of the principal executive office of the Trust at any place within or outside the Commonwealth of Massachusetts.
Section 2. MASSACHUSETTS REGISTERED AGENT. The Trustees shall appoint and, from time to time, may change, the registered agent for service of process in the Commonwealth of Massachusetts.
Section 3. OTHER OFFICES. The Board of Trustees (the “Board”) may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Meetings. No annual meetings of the Shareholders of the Trust (or any Class or Series) need be held unless required by law. Special meetings of the Shareholders of the Trust (or any Class or Series) may be called at any time, and shall be called by the President or the Secretary on behalf of the Trustees whenever (i) determined by the Trustees or (ii) requested, for the purpose of removing one or more Trustees from office, in writing by the holders of Shares representing at least 10% of the Net Asset Value (in dollars) of the outstanding Shares entitled to vote. Except as required by federal law, including the Investment Company Act of 1940, as amended (“1940 Act”), Shareholders shall not otherwise be entitled to call, or to have the President or Secretary call, special meetings of the Shareholders. To the extent required by federal law, including the 1940 Act, special meetings of the Shareholders shall be called by the Secretary upon the written request of the holder or holders of Shares representing twenty-five percent (25%) or more of the Net Asset Value (in dollars) of the then issued and outstanding Shares of the Trust entitled to vote at such meeting. Any such request shall include proof of the requesting Shareholders’ ownership
of Shares at the time of the request and state the purposes of the proposed meeting by way of a “Shareholder notice” or “Shareholder proposal” as discussed in Section 7 of this Article II. Except as required by federal law, including the 1940 Act, prior to the Trust preparing and mailing any notice for a Shareholder meeting, the Shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing such notice, which the Secretary shall determine and specify to such Shareholders. The President, Secretary or other officer may fix in their discretion a date for the special meeting, which need not be the same date as that requested by the Shareholders.
Section 2. PLACE OF MEETINGS. Meetings of Shareholders shall be held at any place within or outside the Commonwealth of Massachusetts designated by the Board. In the absence of any such designation by the Board, Shareholders’ meetings shall be held at the principal executive office of the Trust. For purposes of these By-Laws, the term “Shareholder” shall mean a record owner of Shares of the Trust.
Section 3. CALL OF MEETING. Meetings of the Shareholders shall be called as provided in Section 1 of this Article II.
Section 4. ORGANIZATION OF MEETING. The Board shall be entitled to make such rules and regulations for the conduct of meetings of the Shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board, if any, the Chair of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing: an agenda or order of business for the meeting; rules and procedures for maintaining order at the meeting and the safety of those present; limitations on participation in such meeting to Shareholders of the Trust and their duly authorized and constituted proxies, and such other persons as the Chair shall permit; restrictions on entry to the meeting after the time fixed for the commencement thereof; limitations on the time allotted to questions or comments by participants; and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot, unless and to the extent the Board or the Chair of the meeting determines that meetings of the Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure. The Chair of the meeting shall have the authority to adjourn meetings of the Shareholders as discussed in the Declaration of Trust and Section 8 of this Article II.
Section 5. NOTICE OF SHAREHOLDERS’ MEETING. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with the Declaration of Trust and Section 6 of this Article II not less than fifteen (15) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting; and (ii) the purpose of such meeting and/or the matters to be acted upon. The notice of any meeting at which trustees are to be elected also shall include the name of any nominee or nominees who at the time of the notice are intended to be presented for election. Except with respect to adjournments as provided herein, no business shall be transacted at such meeting other than that specified in the notice. If the meeting is a meeting of the Shareholders of one or more Series or Classes of Shares, but not a meeting of all Shareholders of the Trust, then only the Shareholders of such one or more Series or Classes of Shares shall be entitled to notice of and to vote at such meeting.
Section 6. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of Shareholders shall be given to each Shareholder entitled to vote at such meeting either personally or by first-class mail, courier, telegraphic, facsimile or electronic mail, or other written communication, charges prepaid, addressed to the Shareholder at the address of that Shareholder (or facsimile number or electronic mail address as the case may be) appearing on the books of the Trust or its transfer agent or given by the Shareholder to the Trust for the purpose of notice. If no such address appears on the Trust’s books or is given, notice shall be deemed to have been given if sent to that Shareholder by first-class mail, courier, telegraphic, facsimile or electronic mail, or other written communication to the Trust’s principal executive
office. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail or with a courier, or sent by telegram, facsimile, electronic mail or other means of written communication. Without limiting the manner by which notice otherwise may be given effectively to Shareholders, any notice to Shareholders given by the Trust shall be effective if given by a single notice to all Shareholders who share an address if delivered in accordance with applicable regulations promulgated by the Securities and Exchange Commission.
If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust is returned to the Trust marked to indicate that the notice to the Shareholder cannot be delivered at that address, all future notices or reports shall be deemed to have been duly given without further mailing, or substantial equivalent thereof, if such notices shall be available to the Shareholder on written demand of the Shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any Shareholders’ meeting shall be executed by the Secretary, Assistant Secretary, transfer agent, or solicitation agent of the Trust giving the notice and shall be filed and maintained in the records of the Trust. Such affidavit shall, in the absence of fraud, be prima facie evidence of the facts stated therein. In the absence of fraud, any irregularities in the notice of any meeting or the nonreceipt of any such notice by any of the Shareholders shall not invalidate any action otherwise properly taken at such meeting.
Section 7. REQUIREMENTS FOR SHAREHOLDER NOMINATIONS AND PROPOSALS.
A Shareholder’s notice to be proper must set forth:
(i) as to each person whom the Shareholder proposes to nominate for election or reelection as a trustee:
(A) the name, age, business address and residence address of such person;
(B) the Series, Class(es) and number of Shares of the Trust that are beneficially owned or owned of record by such person;
(C) the date such Shares were acquired and the investment intent of such acquisition; and
(D) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected);
(ii) as to any other business that the Shareholder proposes to bring before the meeting:
(A) a description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made;
(iii) as to the Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination or proposal is made:
(A) the name and address of such Shareholder, as they appear on the Trust’s share ledger and the current name and address, if different, and of such beneficial owner;
(B) the Series, Class(es) and number of Shares of the Trust which are owned beneficially and of record by such Shareholder and such beneficial owner or nominee holder; and
(C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of Shares) has been made, the effect or intent of which is to mitigate loss to or manage risk of share price changes for, or to increase the voting power of, such Shareholder or beneficial owner with respect to any share of the Trust (collectively “Hedging Activities”), and the extent to which such Shareholder or such beneficial owner, if any, has engaged in Hedging Activities with respect to shares or other equity interests of any other trust or company;
(iv) as to the Shareholder giving the notice and any beneficial owner covered by clauses (i) or (ii) of this paragraph, the name and address of such Shareholder, as they appear on the Trust’s share ledger and current name and address, if different, of such beneficial owner; and
(v) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election or reelection as a trustee or the proposal of other business on the date of such Shareholder’s notice.
Section 8. ADJOURNED MEETING; NOTICE. Any Shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time (and at any time during the course of the meeting) by a majority of the votes cast by those Shareholders present in person or by proxy, or by the Chair of the meeting without any such vote. Any adjournment may be with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at a Shareholders’ meeting prior to adjournment. When a Shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken if the adjourned session or sessions are held within a reasonable time after the date set for the original meeting, unless a new record date of the adjourned meeting is fixed, in which case the Board shall set a new record date. If notice of any such adjourned meeting is required pursuant to the preceding sentence, it shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of the Declaration of Trust and Sections 5 and 6 of this Article II. At any adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting.
Section 9. VOTING. The Shareholders entitled to vote at any meeting of Shareholders shall be determined in accordance with the provisions of the Declaration of Trust and these By-Laws, as in effect at such time. Except as otherwise provided herein or in the Declaration of Trust, any matter required to be submitted to Shareholders and affecting one or more Classes or Series of Shares shall require approval by the required vote of all the affected Classes and Series of Shares voting together as a single Class; provided, however, that as to any matter with respect to which a separate vote of any Class or Series of Shares is required by the 1940 Act, the Declaration of Trust or herein, such requirement as to a separate vote by that Class or Series of Shares shall apply in addition to a vote of all the affected Classes and Series voting together as a single Class. Shareholders of a particular Class or Series of Shares shall not be entitled to vote on any matter that affects only one or more other Classes or Series of Shares. There shall be no cumulative voting in the election or removal of Trustees.
The Shareholders’ vote may be by voice vote or by ballot; provided, however, that the Shareholders’ vote shall be by ballot whenever requested by any person entitled to vote. Any Shareholder may cast part of their votes in favor of the proposal and refrain from casting the remaining votes or vote them against the proposal, but if the Shareholder fails to specify the number of votes which the Shareholder is casting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to the total votes that the Shareholder is entitled to cast on such proposal.
Abstentions and broker non-votes will be included for purposes of determining whether a quorum is present at a Shareholders’ meeting. Abstentions and broker non-votes will be treated as votes present at a Shareholders’ meeting, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on proposals which require a plurality or majority of votes cast for approval, but will have the same effect as a vote “against” on proposals requiring votes representing a majority or other specified percentage of the Net Asset Value (in dollars) of the outstanding voting securities for approval.
Section 10. QUORUM. Except as may otherwise be required by the 1940 Act, other applicable law, the Declaration of Trust or these By-Laws, holders of Shares representing at least one-third (1/3) of the Net Asset Value (in dollars) of the Shares outstanding and entitled to vote present in person or represented by proxy at a Shareholders’ meeting shall constitute a quorum at such meeting. When a separate vote by one or more Series or Classes is required, holders of Shares representing at least one-third (1/3) of the Net Asset Value (in dollars) of the outstanding Shares of each such Series or Class entitled to vote present in person or represented by proxy at a Shareholders’ meeting shall constitute a quorum of such Series or Class, except as may otherwise be required by the 1940 Act, other applicable law, the Declaration of Trust or these By-Laws.
If a quorum, as above defined, shall not be present for the purpose of any vote that may properly come before any meeting of Shareholders at the time and place of any meeting, the Shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the votes present and entitled to be cast on such matter may by vote adjourn the meeting from time to time to be held at the same place without further notice than by announcement to be given at the meeting (if held within a reasonable time after the date set for the original meeting, unless a new record date of the adjourned meeting is fixed) until a quorum, as above defined, entitled to vote on such matter, shall be present, if not otherwise adjourned by the Chair of the meeting, whereupon any such matter may be voted upon at the meeting as though held when originally convened. A Shareholder represented for any purpose at a meeting is deemed present for quorum purposes for the remainder of any meeting and for any adjournment of the meeting, unless: (i) the Shareholder attends the meeting solely to object to lack of notice or defective notice in accordance with Section 11 of this Article II, or to object to the conduct of the meeting on other grounds, and does not cast their votes or otherwise consent that they are to be deemed present; or (ii) in the case of an adjourned meeting, a new record date is or shall be set for that adjourned meeting.
Section 11. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be valid as though transacted at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting with respect to that person, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that such attendance is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting. Whenever notice of a meeting is required to be given to a Shareholder under the Declaration of Trust or these By-Laws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
Section 12. PROXIES. Every Shareholder entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the Shareholder and filed with the Secretary of the Trust; provided, that an alternative to the execution of a written proxy may be permitted as provided in the second paragraph of this Section 12. A proxy shall be deemed signed if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the Shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the Shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the Shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Massachusetts law.
With respect to any Shareholders’ meeting, the Board may act to permit the Trust to accept proxies by any electronic, telephonic, computerized, telecommunications or other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the Shareholder’s authorization is received within eleven (11) months before the meeting. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance of rejection of votes shall be decided by the Chair of the meeting. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting.
Section 13. INSPECTORS OF ELECTION. Before any meeting of Shareholders, the Board may appoint any person other than nominees for office to act as inspector of election at the meeting or its adjournment. If no inspector of election is so appointed, the Chair of the meeting may, and on the request of any Shareholder or a Shareholder’s proxy shall, appoint an inspector of election at the meeting. If any person appointed as inspector fails to appear or fails or refuses to act, the Chair of the meeting may, and on the request of any Shareholder or a Shareholder’s proxy shall, appoint a person to fill the vacancy.
The inspector shall:
(i) determine the number of Shares outstanding and the voting power of each, the votes represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies;
(ii) receive votes, ballots or consents;
(iii) hear and determine all challenges and questions in any way arising in connection with the right to vote;
(iv) count and tabulate all votes or consents;
(v) determine when the polls shall close;
(vi) determine the result of voting or consents; and
(vii) do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders.
ARTICLE III
TRUSTEES
Section 1. TRUSTEES AND VACANCIES. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, so far as such powers are not inconsistent with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, or these By-Laws.
Vacancies in the Board may be filled by a majority of the remaining Trustees, though less than a quorum, or by a sole remaining Trustee, unless the Board calls a meeting of Shareholders for the purpose of filling such vacancies. In the event that all Trustee offices become vacant, an authorized officer of the Investment Advisor shall serve as the sole remaining Trustee effective upon the vacancy in the office of the last Trustee, subject to the provisions of the 1940 Act. In such case, the Investment Advisor, as the sole remaining Trustee, shall, as soon as practicable, fill all of the vacancies on the Board; provided, however, that the percentage of Trustees who are not Interested Persons of the Trust shall be no less than that permitted by the 1940 Act. Thereupon, the Investment Advisor shall resign as Trustee and a meeting of the Shareholders shall be called, as required by the 1940 Act, for the election of Trustees.
Section 2. MEETINGS; PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Meetings of the Trustees other than regular or stated meetings shall be held whenever called orally or in writing by the Chair or by any two other Trustees at the time being in office. Any or all of the Trustees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
All meetings of the Board may be held at any place within or outside the Commonwealth of Massachusetts that has been designated from time to time by the Board. In the absence of such a designation, meetings shall be held at the principal executive office of the Trust. Subject to any applicable requirements of the 1940 Act, any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another, and all such Trustees shall be deemed to be present in person at such meeting for purposes of Massachusetts law and, to the extent permitted, the 1940 Act.
Section 3. REGULAR MEETINGS. Regular meetings of the Board may be held without call at such time as shall from time to time be fixed by the Board. Such regular meetings may be held without notice.
Section 4. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the Board or two other Trustees.
Notice of the time and place of special meetings shall be delivered personally or by telephone to each Trustee or sent by first-class mail, courier or telegram, charges prepaid, or by facsimile or electronic mail, addressed to each Trustee at that Trustee’s address as it is shown on the records of the Trust. In case the notice is mailed, it shall be deposited in the United States mail at least seven (7) days before the time of the holding of the meeting. In case the notice is delivered personally, by telephone, by courier, to the telegraph company, or by express mail, facsimile, electronic mail or similar service, it shall be delivered at
least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Trustee or to a person at the office of the Trustee who the person giving the notice has reason to believe will promptly communicate it to the Trustee. The notice need not specify the purpose of the meeting or the place if the meeting is to be held at the principal executive office of the Trust.
Section 5. SPECIAL ACTION. When all the Trustees shall be present at any meeting, however called or wherever held, or shall assent to the holding of the meeting without notice, or after the meeting shall sign a written assent thereto on the record of such meeting, the acts of such meeting shall be valid as if such meeting had been regularly held.
Section 6. ACTION WITHOUT A MEETING. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person, any action to be taken by the Trustees at a meeting may be taken without such meeting by the written consent of a majority of the Trustees then in office; provided, that if a provision of the Declaration of Trust requires a different percentage of Trustees to take an action described in such provision, then such action may be taken without a meeting by the written consent of the percentage of Trustees specified in such provision. Any such written consent may be executed and given by electronic means. Such written consents shall be filed with the minutes of the proceedings of the Trustees. Such consents shall be treated as a vote of the Trustees for all purposes. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.
Section 7. QUORUM. A majority of the Trustees shall constitute a quorum for the transaction of business, except to adjourn as provided in Sections 8 and 9 of this Article III. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, subject to the provisions of the Declaration of Trust. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given to any Trustee who executes a written waiver of notice with respect to the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement about the lack of notice to that Trustee.
Section 9. ADJOURNMENT. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any matter at any meeting to another time and place.
Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than seven (7) days, in which case notice of the time and place shall be given before the time of the recommencement of an adjourned meeting to the Trustees who were present at the time of the adjournment.
Section 11. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board. This Section 11 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF TRUSTEES. The Board may, by resolution adopted by a majority of the Trustees, designate one or more committees as set forth in the Declaration of Trust, to serve at the pleasure of the Board. The Board may designate one or more Trustees or other persons as alternate members of any committee who may replace any absent member at any meeting of the committee. The Trustees shall determine the number of members of each committee and its powers and shall appoint its members and its chair. Each committee member shall serve at the pleasure of the Trustees. Each committee shall maintain records of its meetings and report its actions to the Trustees. The Trustees may rescind any action of any committee, but such rescission shall not have retroactive effect. The Trustees may delegate to any committee any of its powers, subject to the limitations of applicable law.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of any committee shall be governed by and held and taken in accordance with the provisions of the Declaration of Trust and Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of any committee may be determined either by the Board or by the committee. Special meetings of any committee may also be called by resolution of the Board, and notice of special meetings of any committee shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these By-Laws.
Section 3. EXECUTIVE COMMITTEE. The Trustees may elect from their own number an executive committee which shall have the power and duty to conduct the current and ordinary business of the Trust, including the purchase and sale of securities, while the Trustees are not in session, and such other powers and duties as the Trustees may from time to time delegate to such committee.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Trust shall be a president, a secretary, and a treasurer. The Trust may also have, at the discretion of the Board, one or more executive vice presidents, one or more vice presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Except for the offices of President and Secretary, any number of offices may be held by the same person. Any officer may be, but need not be, a Trustee or Shareholder.
Section 2. ELECTION OF OFFICERS. The officers of the Trust shall be chosen by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Except for the offices of President and Secretary, two or more offices may be held by a single person.
Section 3. SUBORDINATE OFFICERS. The Board may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting of the Board, or by an officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in such notice. Unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office.
Section 6. CHAIR OF THE BOARD. The Chair of the Board shall, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to the Chair by the Board or prescribed by these By-Laws. The Trustees may grant the title of Chair Emeritus to a Trustee who previously served as Chair of the Board.
Section 7. VICE CHAIR. The Trustees may appoint one of their number to be Vice Chair of the Board of Trustees. Any Vice Chair shall perform such duties as may be assigned to him or her from time to time by the Trustees.
Section 8. PRESIDENT. The President shall be the principal operating and executive officer of the Trust and shall, subject to the control of the Board, have general supervision, direction and control of the business, policies and officers of the Trust. The President or his or her designee shall preside at all meetings of the Shareholders, and he or she may appoint an officer to preside at such meetings in his or her absence. The President shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board or these By-Laws.
Section 9. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. In the absence or disability of the President, the Executive Vice Presidents or Vice Presidents, if any, in order of their rank as fixed by the Board or if not ranked, an Executive Vice President or Vice President designated by the Board, shall perform all the duties of the President and when so acting shall have all powers of, and be subject to all the restrictions upon, the President. The Executive Vice Presidents or Vice Presidents, whichever the case may be, shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these By-Laws, or the President.
Section 10. SECRETARY. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Board may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees’ meetings or committee meetings, the number of Shares present or represented at Shareholders’ meetings, and the proceedings.
The Secretary shall cause to be kept at the principal executive office of the Trust or at the office of the Trust’s administrator, transfer agent or registrar, as determined by resolution of the Board, a share register or a duplicate share register showing the names of all Shareholders and their addresses, the number, Series and Classes of Shares held by each, the number and date of certificates, if any, issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Board required by these By-Laws or by applicable law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board or by these By-Laws.
Section 11. TREASURER. The Treasurer shall be the principal financial and accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and Shares. The books of account shall at all reasonable times be open to inspection by any Trustee.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Trust as may be ordered by the Board, shall render to the President and Trustees, whenever they request it, an account of all of the Treasurer’s transactions as principal financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Board or these By-Laws.
Section 12. CHIEF LEGAL OFFICER. The Chief Legal Officer, to the extent the Board may determine that such role shall exist rather than a qualified legal compliance committee, shall serve as Chief Legal Officer for the Trust, solely for purposes of complying with the attorney conduct rules (“Attorney Conduct Rules”) enacted by the Securities and Exchange Commission pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 (the “Act”). The Chief Legal Officer shall have the authority to exercise all powers permitted to be exercised by a chief legal officer pursuant to Section 307 of the Act. The Chief Legal Officer, in his sole discretion, may delegate his responsibilities as Chief Legal Officer under the Attorney Conduct Rules to another attorney or firm of attorneys.
Section 13. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall be responsible for administering the Trust’s policies and procedures approved by the Board under Rule 38a-1 of the 1940 Act. Notwithstanding any other provision of these By-Laws, the designation, removal and compensation of Chief Compliance Officer are subject to Rule 38a-1 under the 1940 Act.
Section 14. COMPENSATION OF OFFICERS. Each officer may receive such compensation from the Trust for services and reimbursement for expenses as the Trustees may determine.
ARTICLE VI
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Trust shall keep at its offices or at the office of its transfer or other duly authorized agent, records of its Shareholders, which provide the names and addresses of all Shareholders and the number, Series and Classes, if any, of Shares held by each Shareholder. Such records may be inspected during the Trust’s regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, made in good faith, for any proper purpose, describing with reasonable particularity the Shareholder’s purpose and the records he or she desires to inspect. A Shareholder that is otherwise eligible under applicable law to inspect the Trust’s Share register shall have no right to make such inspection if the Board determines that such Shareholder has an improper purpose for requesting such inspection.
Section 2. MAINTENANCE AND INSPECTION OF DECLARATION OF TRUST AND BY-LAWS. The Trust shall keep at its offices the original or a copy of the Declaration of Trust and any amendments thereto and these By-Laws, as amended or restated from time to time, where they may be inspected during the Trust’s regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, made in good faith, for any proper purpose, describing with reasonable particularity the Shareholder’s purpose and the records he or she desires to inspect.
Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting books and records and minutes of proceedings of the Shareholders, the Board, any committee of the Board or any advisory committee shall be kept at such place or places designated by the Board or, in the absence of such designation, at the offices of the Trust. The minutes and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form, where they may be inspected during the Trust’s regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, made in good faith, for any proper purpose, describing with reasonable particularity the Shareholder’s purpose and the records he or she desires to inspect.
If information is requested by a Shareholder, the Board, or, in case the Board does not act, the President, any Vice President or the Secretary, shall establish reasonable standards governing, without limitation, the information and documents to be furnished and the time and the location, if appropriate, of furnishing such information and documents. Costs of providing such information and documents shall be borne by the requesting Shareholder. The Trust shall be entitled to reimbursement for its direct, out-of-pocket expenses incurred in declining unreasonable requests (in whole or in part) for information or documents.
The Board, or, in case the Board does not act, the President, any Vice President or the Secretary, may keep confidential from Shareholders for such period of time as the Board or such officer, as applicable, deems reasonable any information that the Board or such officer, as applicable, reasonably believes to be in the nature of trade secrets or other information that the Board or such officer, as the case may be, in good faith believes would not be in the best interests of the Trust to disclose or that could damage the Trust or its business or that the Trust is required by law or by agreement with a third party to keep confidential.
Section 4. INSPECTION BY SHAREHOLDERS. No Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law, by the Declaration of Trust, by these By-Laws, or otherwise by the Trustees.
Section 5. INSPECTION BY TRUSTEES. Every Trustee shall have the absolute right during the Trust’s regular business hours to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
ARTICLE VII
DIVIDENDS
Section 1. DECLARATION OF DIVIDENDS. Dividends upon the Shares of beneficial interest of the Trust may, subject to the provisions of the Declaration of Trust, if any, be declared by the Board at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in Shares of the Trust.
Section 2. RESERVES. Before payment of any dividend, there may be set aside out of any funds of the Trust available for dividends such sum or sums as the Board may, from time to time, in its absolute discretion, think proper as a reserve fund to meet contingencies, or for repairing or maintaining any property of the Trust, or for such other purpose as the Board shall deem to be in the best interests of the Trust, and the Board may abolish any such reserve in the manner in which it was created.
ARTICLE VIII
GENERAL MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board or as may be contracted to service providers.
Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board, except as otherwise provided in these By-Laws or the Declaration of Trust, may authorize any officer or officers or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 3. CERTIFICATES FOR SHARES. No certificates for Shares of beneficial interest in any Series shall be issued except as the Board may otherwise determine from time to time. Should the Board authorize the issuance of such certificates, a certificate or certificates for Shares of beneficial interest in any Series of the Trust may be issued to a Shareholder upon the Shareholder’s request when such Shares are fully paid. All certificates shall be signed in the name of the Trust by the Chair of the Board or the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of Shares and the Series and Class(es) of Shares owned by the Shareholders. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Trust with the same effect as if such person were an officer, transfer agent or registrar at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its Shares by electronic or other means.
Section 4. LOST CERTIFICATES. Except as provided in Section 3 of this Article VIII or this Section 4, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and cancelled at the same time. The Board may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including a provision for indemnification of the Trust secured by a bond or other adequate security sufficient to protect the Trust against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.
Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The Chair of the Board, the President or any Vice President or any other person authorized by resolution of the Board or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all shares of any corporation, partnership, trust, or other entity, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.
Section 6. TRANSFER OF SHARES. Except as otherwise provided by the Trustees, Shares of the Trust shall be transferable only on the record books of the Trust by the person in whose name such Shares are registered, or by his or her duly authorized attorney or representative. In all cases of transfer by an attorney-in-fact, the original power of attorney, or an official copy thereof duly certified, shall be deposited and remain with the Trust, its transfer agent or other duly authorized agent. In case of transfers
by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be presented to the Trust, transfer agent or other duly authorized agent, and may be required to be deposited and remain with the Trust, its transfer agent or other duly authorized agent. No transfer shall be made unless and until the certificate issued to the transferor, if any, shall be delivered to the Trust, its transfer agent or other duly authorized agent, properly endorsed.
Section 7. HOLDERS OF RECORD. The Trust shall be entitled to treat the holder of record of any Shares of the Trust as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other person, whether or not the Trust shall have express or other notice thereof, except as otherwise provided by the laws of the Commonwealth of Massachusetts.
Section 8. FISCAL YEAR. The fiscal year of each Series of the Trust shall end on a specified date as determined by the Trustees; provided, however, that the Trustees may, without Shareholder approval, change the fiscal year of any Series of the Trust.
Section 9. SEAL. The Trustees may adopt a seal for the Trust as the Trustees determine.
Section 10. REPORTS TO SHAREHOLDERS. The Trustees shall at least semi-annually submit to the Shareholders a written financial report of the transactions of the Trust, including financial statements which shall be certified at least annually by independent certified public accountants.
Section 11. SEVERABILITY. The provisions of these By-Laws are severable. If the Board of Trustees determines, with the advice of counsel, that any provision hereof conflicts with applicable provisions of the 1940 Act or other applicable laws and regulations, or the Declaration of Trust, the conflicting provision shall be deemed never to have constituted a part of these By-Laws; provided, however, that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of these By-Laws.
Section 12. HEADINGS. Headings are placed in these By-Laws for convenience of reference only. In case of any conflict, the text of these By-Laws, rather than the headings, shall control. Any principles of construction set forth in the Declaration of Trust also shall apply to these By-Laws.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT. These By-Laws may be restated and/or amended at any time, without the approval of the Shareholders, by an instrument in writing signed by, or a resolution of, a majority of the then Board.
Exhibit 99.(d)(2)(C)(ii)
FIRST AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is effective as of January 1, 2016, by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware corporation (the “Manager”), and Causeway Capital Management LLC, a Delaware limited liability company (the “Adviser”);
WHEREAS, Manager and Adviser entered into an Investment Advisory Agreement dated as of April 30, 2015 (the “Agreement”); and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. Amendment to Agreement.
A. | Schedule A: |
Schedule A shall be replaced by the attached Schedule A.
3. Miscellaneous.
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Causeway Capital Management, LLC. | American Beacon Advisors, Inc. | |||
By: | /s/ Gracie V. Fermelia | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Gracie V. Fermelia | Jeffrey K. Ringdahl | ||
Title: | Chief Operating Officer | Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
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Schedule A
American Beacon Funds
Investment Advisory Agreement
among
American Beacon Funds
American Beacon Advisors, Inc.
and
Causeway Capital Management LLC
American Beacon Funds (the “Trust”) shall pay compensation to Causeway Capital Management LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon International Equity Fund (the “Portfolio”) in accordance with the following annual percentage rates:
0.48% on the first $100 million
0.35% on the next $50 million
0.30% on the next $250 million
0.25% thereafter
To the extent that the Portfolio invests all of its investable assets (i.e., securities and cash) in another investment company, however, no portion of the advisory fee attributable to the Portfolio as specified above shall be paid for the period that the Portfolio’s assets are so invested.
In calculating the amount of assets under management solely for the purpose of determining the applicable percentage rate, there shall be included all other international equity assets also under management by the Adviser on behalf of other clients of the Manager. The fee rate will be applied pro rata based on assets for each of the Manager’s clients.
If the management of the Portfolio commences or terminates at any time other than the beginning or end of a calendar quarter, the fee shall be prorated based on the portion of such calendar quarter during which the Agreement was in force.
Dated: as of the 1rst day of January, 2016
Causeway Capital Management LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Gracie V. Fermelia | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Gracie V. Fermelia | Jeffrey K. Ringdahl | ||
Title: | Chief Operating Officer | Chief Operating Officer |
American Beacon Funds
|
||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
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Exhibit 99.(d)(2)(D)(ii)
AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is effective as of January 1, 2018, by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Foundry Partners, LLC (the “Adviser”);
WHEREAS, the Manager and Adviser entered into an Investment Advisory Agreement dated as of June 20, 2016 (as amended, supplemented, restated or otherwise modified, the “Agreement”), and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set for the below.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. | Amendment to the Agreement |
Schedule A to the Agreement is deleted in its entirety and replaced with Schedule A attached hereto.
2. | Miscellaneous |
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
-Remainder of page intentionally left blank-
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
Foundry Partners, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Timothy P. Ford | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Timothy P. Ford | Jeffrey K. Ringdahl | ||
Title: | President | Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
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Schedule A
to the
Investment Advisory Agreement
among
American Beacon Funds
American Beacon Advisors, Inc.
and
Foundry Partners, LLC
Effective January 1, 2018, American Beacon Funds (the “Trust”) shall pay to Foundry Partners, LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Small Cap Value Portfolio assets under the Adviser’s management.
0.55% per annum on the first $550 million
0.40% per annum thereafter
If the management of the Portfolios commences or terminates at any time other than the beginning or end of a calendarmonth, the fee shall be prorated based on the portion of such calendar month during which the Agreement was in force.
Foundry Partners, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Timothy P. Ford | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Timothy P. Ford | Jeffrey K. Ringdahl | ||
Title: | President | Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
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Exhibit 99.(d)(2)(E)(ii)
Execution Copy
Amended Schedule A
To the
American Beacon Funds
Investment Advisory Agreement
Among
American Beacon Funds
American Beacon Advisors, Inc.
and
Hotchkis and Wiley Capital Management LLC
American Beacon Funds (the “Trust”) shall pay compensation to Hotchkis and Wiley Capital Management LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon Large Cap Value Fund, American Beacon Balanced Fund, and American Beacon Small Cap Value Fund in accordance with the following annual percentage rates:
I. | Large Cap Value Portfolio |
American Beacon Large Cap Value Fund and
American Beacon Balanced Fund Assets
0.60% on the first $10 million
0.50% on the next $40 million
0.30% on the next $100 million
0.20% on the next $250 million
0.15% on the next $400 million
0.125% on the next $650 million
0.15% on all excess assets
In calculating the amount of assets under management solely for the purpose of determining the applicable percentage rate for Large Cap Value Portfolio assets, there shall be included all other assets managed by the Investment Manager on behalf of other clients of American Beacon Advisors, Inc., except for the Small Cap Value Portfolio and Small Cap Diversified Value Portfolio
II. | Small Cap Value Portfolio |
American Beacon Small Cap Value Fund
0.50% on the first $100 million
0.45% on the next $150 million
0.40% on all excess assets
The fee rate to be charged for the Small Cap Value Portfolio will commence with the applicable tier of the Small Cap Value Portfolio fee schedule after taking into consideration the Small Cap Value Portfolio managed by the Investment Manager on behalf of other clients of American Beacon Advisors, Inc.
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III. | Small Cap Diversified Value Portfolio |
American Beacon Small Cap Value Fund
0.40% on the first $100 million
0.35% on the next $100 million
0.30% on all excess assets
The fee rate will be applied only for the Small Cap Diversified Value Portfolio and assets of the other portfolios will not be taken into consideration.
If the management of a Portfolio commences or terminates at any time other than the beginning or end of a calendar quarter, or month, the fee shall be prorated based on the portion of such calendar quarter or month, as applicable, during which the Agreement was in force.
To the extent that a Portfolio invests all of its investable assets (i.e., securities and cash) in another investment company, however, no portion of the advisory fee attributable to the Portfolio as specified above shall be paid for the period that the Portfolio’s assets are so invested.
DATED: as of __13th ___ day of _Sept_, 2017
Hotchkis and Wiley Capital Management LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Anna Marie Lopez | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Anna Marie Lopez | Jeffrey K. Ringdahl | ||
Title: | Chief Operating Officer | Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
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Exhibit 99.(d)(2)(J)
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated 31st day of August, 2015 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Strategic Income Management, LLC (the “Adviser”);
WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended, consisting of several series (portfolios) of shares, each having its own investment policies; and
WHEREAS, the Trust has retained the Manager to provide the Trust with business and asset management services, subject to the control of the Board of Trustees; and
WHEREAS, the Trust’s agreement with the Manager permits the Manager to delegate to other parties certain of its asset management responsibilities; and
WHEREAS, the Manager desires to retain the Adviser to render investment management services to the Trust with respect to certain of its investment portfolios and such other investment portfolios as the Trust and the Adviser may agree upon and so specify in the Schedule(s) attached hereto (collectively the “Portfolios”) and as described in the Trust’s registration statement on Form N-1A as amended from time to time, and the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. (a) Duties of the Adviser. The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust, or such other party as directed by Manager, with records concerning the Adviser’s activities which the Trust is required to maintain or which the Manager may reasonably request, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees
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to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).)
The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
(b) Valuation. In accordance with procedures and methods established by the Board, which may be amended from time to time, the Adviser will provide assistance to the Manager in determining the fair value of all securities and other investments owned by the Portfolios, and use reasonable efforts to arrange for the provision of valuation information or prices from parties independent of the Adviser with respect to the securities or other investments owned by the Portfolios for which market prices are not readily available. The Adviser will monitor the securities and other investments owned by the Portfolios for potential significant events that could affect their values and notify the Manager when, in its opinion, a significant event has occurred that may not be reflected in the market values of such securities.
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(c) Compliance Matters. The Adviser, at its expense, will provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be agreed upon by such parties from time to time. The Adviser also shall: (i) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Portfolios, the Trust and the Manager; (ii) keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Portfolios, the Trust and the Manager; (iii) provide prompt responses to reasonable requests made by such persons; and (iv) maintain any appropriate interfaces with each so as to promote the efficient exchange of information. Without limitation of the foregoing, the Adviser shall comply with all statutory and regulatory requirements relating to derivatives transactions entered into by the Adviser for or on behalf of the Trust or any of its Portfolios, including without limitation, compliance with all recordkeeping and reporting requirements pursuant to Parts 43, 45 and 46 of the regulations of the Commodity Futures Trading Commission (“CFTC”) and comparable rules of the Securities and Exchange Commission (collectively, the “Derivatives Recordkeeping and Reporting Rules”).
2. Portfolio Transactions. The Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, the Adviser or any of its affiliates) that will execute the purchases and sales of portfolio securities for the Portfolios and is directed to use its best efforts to obtain best execution as described in the Trust’s current registration statement as amended from time to time. In selecting brokers or dealers, the Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Adviser receives in connection with activities for the Trust may also be used for the benefit of other clients and customers of the Adviser or any of its affiliates. The Adviser will promptly communicate to the Manager and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. The Adviser shall not consult with any other investment sub-adviser of the Portfolio concerning transactions for the Portfolio in securities or other assets.
3. Voting Rights. Unless otherwise directed by the Manager, the Adviser shall receive and automatically exercise the voting rights with respect to any and all proxies regarding the assets in the Portfolios in the best interest of Portfolio shareholders and in accordance with the Adviser’s then current proxy voting policy and procedures, a copy of which has been provided to the Manager. The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX). The Adviser shall certify at least annually, or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
4. Compensation of the Adviser. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate specified in Schedule(s) attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser monthly in arrears, and the Trust shall calculate the fee by applying the annual percentage rate(s) as specified in the attached Schedule(s) to the average daily assets of
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the specified Portfolios during the relevantmonth. Solely for the purpose of calculating the applicable annual percentage rates specified in the attached Schedule(s), there shall be included such other assets as are specified in said Schedule(s). The Trust is solely responsible for the payment of fees to the Adviser.
The Adviser agrees: (1) that the blended fee in basis points contracted hereunder will not exceed the blended fee in basis points contracted with any other high yield account of the same or smaller size (including other accounts managed for the same client); and (2) that the actual annual dollar fee paid by any other high yield client of the same or larger size for whom the Adviser provides investment advisory services under an asset based fee arrangement (i.e., not a performance fee arrangement) will not be less than the actual annual dollar fee paid hereunder. In the event that the fee charged hereunder exceeds the fee charged to an account described in (1) or (2) above, the fee charged hereunder shall automatically be reduced to match the fee charged to such other account from the time such fee is charged to such other account. However, the preceding will not apply to the management of Unit Investment Trusts or to Canadian accounts (clients based in Canada investing in Canadian high yield assets).
5. Other Services. At the request of the Trust or the Manager, the Adviser in its discretion may make available to the Trust office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Adviser and billed to the Trust or the Manager at a price to be agreed upon by the Adviser and the Trust or the Manager.
6. Reports. The Manager (on behalf of the Trust) and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.
7. Status of Adviser. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Manager or the Trust in any way or otherwise be deemed an agent to the Manager or the Trust.
8. Certain Records. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Investment Company Act of 1940 or the Derivatives Recordkeeping and Reporting Rules that are prepared or maintained by the Adviser on behalf of the Manager or the Trust are the property of the Manager or the Trust and will be surrendered promptly to the Manager or Trust on request.
9. Liability of Adviser. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
10. Permissible Interests. To the extent permitted by law, Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and
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shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise; provided that all such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust’s registration statement as required by law.
11. Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager; by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser; or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address.
As used in this Section 11, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.
12. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
13. Amendments. This Agreement may be amended by mutual consent, subject to approval by the Board and the Portfolios’ shareholders to the extent required by the 1940 Act.
14. Governing Law. This Agreement shall be governed by the laws of Texas.
15. Trust and Shareholder Liability. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Portfolio, the obligations hereunder shall be limited to the respective assets of that Portfolio. The Adviser further agrees that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio, nor from the Trustees or any individual Trustee of the Trust.
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A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
Strategic Income Management, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Timothy T. Black | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Timothy T. Black | Jeffrey K. Ringdahl | ||
Title: | CEO | Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
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Schedule A
To the
American Beacon Funds
Investment Advisory Agreement
Among
American Beacon Funds
American Beacon Advisors, Inc.
and
Strategic Income Management, LLC
American Beacon Funds (the “Trust”) shall pay compensation to Strategic Income Management, LLC (the “Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the American Beacon SiM High Yield Opportunities Fund in accordance with the following annual percentage rates for all Trust assets under Adviser’s management:
First $250 million | 0.45 of 1% | ||
Next $250 million | 0.40 of 1% | ||
Next $500 million | 0.35 of 1% | ||
Over $1 billion | 0.30 of 1% |
If the management of the accounts commences or terminates at any time other than the beginning or end of a calendar month, the fee shall be prorated based on the portion of such calendar month during which the Agreement was in force.
Dated: as of August 31, 2015
Strategic Income Management, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Timothy T. Black | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Timothy T. Black | Jeffrey K. Ringdahl | ||
Title: | CEO | Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
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Exhibit 99.(d)(2)(L)(ii)
FIRST AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is made this 1st day of July, 2018 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Stephens Investment Management Group, LLC (the “Adviser”);
WHEREAS, the Manager and Adviser entered into an Investment Advisory Agreement dated as of April 30, 2015 (as amended, supplemented, restated or otherwise modified, the “Agreement”), and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set for the below.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. | Amendment to Schedule A of the Agreement |
For the American Beacon Stephens Mid-Cap Growth Fund, the compensation to the Adviser table is deleted and replaced with a flat fee of 0.45% per annum on average assets.
2. | Miscellaneous |
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
Stephens Investment Management Group, LLC | American Beacon Advisors, Inc. | |||
/s/ J. Warren Simpson | /s/ Jeffrey K. Ringdahl | |||
By: | J. Warren Simpson | By: | Jeffrey K. Ringdahl | |
Title: | President | Title | President and Chief Operating Officer |
American Beacon Funds | ||||
/s/ Gene L. Needles, Jr. | ||||
By: | Gene L. Needles, Jr. | |||
Title: | President |
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Exhibit 99.(d)(2)(L)(iii)
SECOND AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is effective the 1st day of September 2019 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Stephens Investment Management Group, LLC (the “Adviser”);
WHEREAS, the Trust, Manager and Adviser entered into an Investment Advisory Agreement dated as of April 30, 2015 (as amended, supplemented, restated or otherwise modified, the “Agreement”), and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set for the below.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. | Amendment to Schedule A of the Agreement |
For the American Beacon Stephens Small Cap Growth Fund, the compensation to the Adviser table is deleted and replaced with the following:
0.60% per annum on the first $200 million of average assets
0.55% per annum thereafter
2. | Miscellaneous |
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Remainder of page left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 23rd day of August, 2019.
Stephens Investment Management Group, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ J. Warren Simpson | By: | /s/ Jeffrey K. Ringdahl | |
Name: | J. Warren Simpson | Jeffrey K. Ringdahl | ||
Title: | President | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Name: | Gene L. Needles, Jr. | |||
Title: | President |
2 |
Exhibit 99.(d)(2)(Y)(ii)
FIRST AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is effective as of November 6, 2018, by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware corporation (the “Manager”), and GLG LLC, a Delaware Limited Liability Company (the “Adviser”);
WHEREAS, the Trust, the Manager and the Adviser entered into an Investment Advisory Agreement dated as of May 1, 2016 (the “Agreement”); and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. Amendment to Agreement.
A. | Section 1(a) of the Agreement shall be amended by adding the following paragraph to the end thereof: |
“The Adviser shall not delegate any of its rights, duties or obligations under this Agreement with respect to its discretionary investment and advisory functions without the prior written consent of the Manager and the Trust. Notwithstanding anything in this Agreement to the contrary, however, the Adviser may, at its own discretion, perform any or all of its duties, rights, powers, functions and obligations with respect to activities other than discretionary investment and advisory functions hereunder through one or more of its affiliates and their respective directors, officers and employees (each, an “Associate”) without the consent of the Manager or the Trust; provided that (i) the Adviser shall always remain responsible to the Manager and the Trust for the Adviser’s obligations under this Agreement, (ii) the Adviser shall be responsible for ensuring that each Associate complies with the terms of this Agreement, and (iii) the Adviser shall compensate its Associates out of the fees it receives hereunder.”
2. Miscellaneous.
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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GLG LLC | ||||
By: | /s/ Solomon Kuckelman | |||
Name: Solomon Kuckelman | ||||
Title: Secretary |
American Beacon Advisors, Inc. | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Jeffrey K. Ringdahl | ||||
President and Chief Operating Officer |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
2 |
Exhibit 99.(d)(2)(AA)(ii)
AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is made this 19th day of April, 2018 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Alpha Quant Advisors LLC, a Delaware Limited Liability Company (the “Adviser”);
WHEREAS, the Manager and Adviser entered into an Investment Advisory Agreement dated as of March 22, 2017 (as amended, supplemented, restated or otherwise modified, the “Agreement”), and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set for the below.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. | Amendment to the Agreement |
Effective March 22, 2017 Schedule A to the Agreement is deleted in its entirety and replaced with Schedule A attached hereto.
2. | Miscellaneous |
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
Alpha Quant Advisors, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Massimo Santicchia | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Massimo Santicchia | Jeffrey K. Ringdahl | ||
Title: | Chief Investment Officer | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
Schedule A
To the
Investment Advisory Agreement
Among
American Beacon Funds
American Beacon Advisors, Inc.
and
Alpha Quant Advisors LLC
Effective as of March 22nd, 2017
The American Beacon Alpha Quant Quality Fund, American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Value Fund, and American Beacon Alpha Quant Dividend Fund (“the Fund(s)”), a series of American Beacon Funds (the “Trust”) shall pay Alpha Quant Advisors LLC (“Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the Fund the following fee for all Fund assets under Adviser’s management.
First $5 billion | 0.250 of 1% | |
Over $5 billion | 0.200 of 1% |
If the management of the accounts commences or terminates at any time other than the beginning or end of a calendar month, the fee shall be prorated based on the portion of such calendar month during which the Agreement was in force.
In calculating the amount of assets under management solely for the purpose of determining the applicable percentage rate, the assets of the Funds shall be combined.
Alpha Quant Advisors, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Massimo Santicchia | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Massimo Santicchia | Jeffrey K. Ringdahl | ||
Title: | Chief Investment Officer | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
Exhibit 99.(d)(2)(AA)(iii)
SECOND AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Second Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is made this 10th day of June, 2019 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Alpha Quant Advisors LLC, a Delaware Limited Liability Company (the “Adviser”);
WHEREAS, the Manager and Adviser entered into an Investment Advisory Agreement dated as of March 22, 2017 (the “Agreement”), and
WHEREAS, the Agreement was amended on April 19, 2018, to amend the fee schedule; and
WHEREAS, the parties now desire to amend certain provisions of the Agreement, as more particularly set forth below.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. | Amendment to the Agreement |
Effective immediately, the second paragraph of Section 4. Compensation of the Advisor is deleted and replaced with the following:
The Adviser agrees: (1) that the blended fee rate in basis points contracted hereunder with respect to the American Beacon Alpha Quant Quality Fund, American Beacon Alpha Quant Core Fund, American Beacon Alpha Quant Value Fund, and American Beacon Alpha Quant Dividend Fund will not exceed the blended fee rate in basis points contracted with an account managed according to similar investment objectives, with similar servicing requirements and of the same or smaller size (including other accounts managed for the same client); and (2) that the actual annual dollar fee paid by any other client of the same or larger size for whom the Adviser provides investment advisory services under an asset based fee arrangement (i.e., not a performance fee arrangement) for an account managed according to similar investment objectives, with similar servicing requirements will not be less than the actual annual dollar fee paid hereunder. In the event that the fee charged hereunder exceeds the fee charged to an account described in (1) or (2) above, the Adviser shall promptly notify the Manager and the fee charged hereunder shall automatically be reduced to match the fee charged to such other account from the time such fee is charged to such other account.
2. Miscellaneous
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
Alpha Quant Advisors, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Massimo Santicchia | By: | /s/ Jeffrey K. Ringdahl | |
Name: | Massimo Santicchia | Jeffrey K. Ringdahl | ||
Title: | Chief Investment Officer | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
Exhibit 99.(d)(2)(FF)(i)
FIRST AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is effective as of November 13, 2018 by and among American Beacon Funds, a Massachusetts Business Trust (“Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the "Manager"), and Continuous Capital, LLC, a Delaware limited liability company (the "Adviser");
WHEREAS, the Trust, the Manager and the Adviser entered into an Investment Advisory Agreement dated as of September 25, 2018 (the “Agreement”); and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. Amendment to Agreement.
Section 14(g) A and 14(g) B of the Agreement shall be replaced with the following:
A. | If to the Manager: |
American Beacon Advisors, Inc.
220 East Las Colinas Blvd.
Suite 1200
Irving, TX 75039
Attention: Chief Investment Officer
with a copy to General Counsel at the same address.
Facsimile: 817-391-6131
B. | If to the Adviser: |
Continuous Capital, LLC
220 East Las Colinas Blvd.
Suite 1200
Irving, TX 75039
Attention: Morley D. Campbell, President and CIO
with a copy to the General Counsel at the same address
Facsimile: 817-391-6131
2. Miscellaneous.
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
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(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Continuous Capital, LLC: | ||||
By: | /s/ Morley D. Campbell | |||
Name: Morley D. Campbell | ||||
Title: President |
American Beacon Advisors, Inc. | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Jeffrey K. Ringdahl | ||||
President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
2 |
Exhibit 99.(d)(2)(FF)(ii)
SECOND AMENDMENT TO
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
This Amendment to the American Beacon Funds Investment Advisory Agreement (“Amendment”) is made this 10th day of June, 2019 by and among American Beacon Funds, a Massachusetts Business Trust (the “Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Continuous Capital LLC, a Delaware Limited Liability Company (the “Adviser”);
WHEREAS, the Manager and Adviser entered into an Investment Advisory Agreement dated as of September 25, 2018 (as amended, supplemented, restated or otherwise modified, the “Agreement”), and
WHEREAS, the parties desire to amend certain provisions of the Agreement, as more particularly set for the below.
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. | Amendment to the Agreement |
Effective immediately, the second paragraph to Section 4. Compensation of the Advisor is deleted and replaced with the following:
The Adviser agrees: (1) that the blended fee rate in basis points contracted hereunder with respect to the American Beacon Continuous Capital Emerging Markets Fund will not exceed the blended fee rate in basis points contracted with an account managed according to similar investment objectives, with similar servicing requirements and of the same or smaller size (including other accounts managed for the same client); and (2) that the actual annual dollar fee paid by any other client of the same or larger size for whom the Adviser provides investment advisory services under an asset based fee arrangement (i.e., not a performance fee arrangement) for an account managed according to similar investment objectives, with similar servicing requirements will not be less than the actual annual dollar fee paid hereunder. In the event that the fee charged hereunder exceeds the fee charged to an account described in (1) or (2) above, the Adviser shall promptly notify the Manager and the fee charged hereunder shall automatically be reduced to match the fee charged to such other account from the time such fee is charged to such other account.
2. | Miscellaneous |
(a) Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
(b) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
Continuous Capital, LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Morley D. Campbell | By: | /s/ Jeffrey K. Ringdahl | |
Morley D. Campbell | Jeffrey K. Ringdahl | |||
President | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
Exhibit 99.(d)(2)(II)
Execution Copy
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 31st day of May, 2019, by and among American Beacon Funds, a Massachusetts Business Trust (“Trust”), American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and SSI Investment Management LLC, a Delaware limited liability company (the “Adviser”);
WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”), consisting of several series funds of shares, each having its own investment policies; and
WHEREAS, the Trust has retained the Manager to provide the Trust with business and asset management services, subject to the control of the Board of Trustees (the “Board”); and
WHEREAS, the Trust’s agreement with the Manager permits the Manager to delegate to other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);
WHEREAS, the Manager and the Trust desire to retain the Adviser to render investment management services to the Trust with respect to certain of its funds and such other funds as the Trust and the Adviser may agree upon and so specify in the Schedule(s) attached hereto (collectively the “Funds”) and as described in the Trust’s registration statement on Form N-1A as amended from time to time, and the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. (a) Duties of the Adviser. The Manager and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Funds’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, and administer the investment program of the Funds, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), (2) subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Board may from time to time establish, (3) in compliance with the objectives, policies, and limitations for each such Fund set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations, and (4) in compliance with such other investment guidelines or restrictions established from time to time by the Manager or
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the Trust which shall be communicated in writing by the Manager to Adviser in advance. The Adviser accepts such appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s custodian(s) to hold and/or transfer the Funds’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.)
The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to make transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the transactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that (a) the Adviser shall be responsible for ensuring that any such representations are consistent with the relevant Fund’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved
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by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
(b) Valuation. In accordance with procedures and methods established by the Board, which may be amended from time to time, the Adviser will provide assistance to the Manager in determining the fair value of all securities and other investments owned by the Funds, and use reasonable efforts to arrange for the provision of valuation information or prices from parties independent of the Adviser with respect to the securities or other investments owned by the Funds for which market prices are not readily available. The Adviser will monitor the securities and other investments owned by the Funds for potential significant events that could affect their values and notify the Manager when, in its opinion, a significant event has occurred that may not be reflected in the market values of such securities. The Adviser will maintain adequate records with respect to securities valuation information provided hereunder, and shall provide such information to Manager upon request.
(c) Compliance and Other Matters. The Adviser, at its expense, shall provide the Manager with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be agreed upon by such parties from time to time. The Adviser also shall:
(i) | continue to be a duly formed legal entity, validly existing under the laws of its jurisdiction of formation, fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; |
(ii) | be registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Advisers Act, and be registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, except where the failure to be so licensed would not have an adverse effect on the Adviser, Manager or Trust. The Adviser shall maintain such registration or license in effect and in good standing at all times during the term of this Agreement; |
(iii) | maintain any necessary registrations, licenses, or exemptions, to the extent required, with the U.S. Commodity Futures Trading Commission (“CFTC”) and/or National Futures Association; |
(iv) | at all times provide its best judgment and effort to the Manager and the Trust in carrying out its obligations hereunder; |
(v) | use the same care and skill in providing such services as it uses in providing services to other accounts for which it has investment management responsibilities; |
(vi) | (i) cooperate with and provide reasonable assistance to the Manager, the Trust’s administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Funds, the Trust and the Manager; (ii) keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance |
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of their obligations to the Funds, the Trust and the Manager; (iii) provide prompt responses to reasonable requests made by such persons; and (iv) maintain any appropriate interfaces with each so as to promote the efficient exchange of information. Without limitation of the foregoing, the Adviser shall comply with all statutory and regulatory requirements relating to derivatives transactions entered into by the Adviser for or on behalf of the Trust or any of its Funds, including without limitation, compliance with all recordkeeping and reporting requirements pursuant to Parts 43, 45 and 46 of the regulations of the CFTC and comparable rules of the SEC (collectively, the “Derivatives Recordkeeping and Reporting Rules”);
(vii) | maintain a written Code of Ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and provide the Manager with a current copy of the Code of Ethics. The Adviser shall periodically certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 and that there have been no violations of the Code of Ethics or, if a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Manager, the Adviser shall permit representatives of the Manager to examine the reports (or summaries of the reports) required to be made under the Code of Ethics and other records evidencing enforcement of the Code of Ethics; |
(viii) | assist the Trust and the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the Investment Company Act. Specifically, the Adviser represents that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, as amended, and shall provide the CCO with reasonable access to information regarding the Adviser’s compliance program, which access shall include on-site visits with the Adviser as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Adviser’s compliance program; |
(ix) | comply with the Trusts’ policy on selective disclosure of portfolio holdings of the Funds as described in the Trusts’ current registration statement, and upon request from the Manager, provide a certification to the Manager with respect to compliance with the Funds’ selective disclosure policy; |
(x) | treat confidentially and as proprietary all records and other information relating to the Funds, and not use records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Manager or when so requested by the Manager or required by law or regulation; |
(xi) | promptly notify the Manager of any impending change of a portfolio manager, portfolio management strategy or any other material matter that may require disclosure to the Board and/or shareholders of the Funds; |
(xii) | provide the Manager with a current and complete copy of the Adviser’s Form ADV, and any supplements or amendments thereto; |
(xiii) | provide the Manager with a current list of persons the Adviser wishes to have authorized to give instructions to the Trust’s custodian regarding assets of the Funds; |
4 |
(xiv) | be responsible for the filing of Schedule 13D/13G and Form 13F, and any non-U.S. securities filing equivalents of these filings, on behalf of the Trust reflecting holdings over which the Adviser and its affiliates have investment and/or voting discretion; |
(xv) | provide reasonable assistance to the Manager, the Trust or its agent in processing class action paperwork, for any security held within the Funds managed by the Adviser; |
(xvi) | not permit any employee of the Adviser to have any material connection with the handling of the Funds if such employee has been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction or regulatory authority, from acting as an investment adviser or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security; |
(xvii) | regularly report to the Manager on the investment program for the Funds and the issuers and securities represented in the Funds, and furnish the Manager, with respect to the Funds, such periodic and special reports as the Manager may reasonably request, including, but not limited to, reports concerning transactions and performance of each Fund, reports regarding compliance with the Trust’s procedures pursuant to Rules 17e-1, 17a-7, 10f-3 and 12d3-1 under the Investment Company Act, Section 28(e) of the Exchange Act, compliance with investment guidelines and restrictions, trade errors, liquidity determinations, and compliance with the Adviser’s Code of Ethics, and such other procedures or requirements that the Manager may reasonably request from time to time; |
(xviii) | promptly review the Trust’s prospectus and statement of additional information applicable to the Funds, and any amendments or supplements thereto, which relate to the Adviser or the Funds and confirm that, with respect to the disclosure respecting or relating to the Adviser, including any performance information the Adviser provides that is included in or serves as the basis for information included in the prospectus or statement of additional information, such prospectus or statement of additional information contains no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading. The Adviser further agrees to notify the Manager immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the prospectus or statement of additional information for the Trust, or any amendment or supplement thereto, or of any statement respecting or relating to the Adviser contained therein that becomes untrue in any material respect. With respect to the disclosure respecting each Fund, the Adviser represents and agrees that the description in the Trust’s prospectus and statement of additional information regarding investment objectives and strategies is consistent with the manner in which the Adviser intends to manage the Funds, and the description of risks is consistent with risks known to the Adviser that arise in connection with the manner in which the Adviser intends to manage the Funds. The Adviser further agrees to notify the Manager immediately in the event that the Adviser becomes aware that the prospectus or statement of additional information for a Fund is inconsistent in any material respect with the manner in which the Adviser is managing the Fund, and in the event that the principal risks description is inconsistent in any material respect with the risks known to the Adviser that arise in connection with the manner in which the Adviser is managing the Fund. In addition, the Adviser agrees to comply with the Manager’s |
5 |
reasonable request for information regarding the personnel of the Adviser who are responsible for the day-to-day management of the Trust’s assets as may be required to be disclosed in the prospectus or statement of additional information;
(xix) | Upon request, provide certifications to the principal executive and financial officers of the Trust (the “certifying officers”) that support the certifications required to be made by the certifying officers in connection with the preparation and/or filing of the Trust’s Form N-CSRs, N-Qs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Trust shall reasonably request or in accordance with procedures adopted by the Trust; and |
(xx) | provide the Manager with such other compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be reasonably necessary. |
2. Portfolio Transactions. The Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, the Adviser or any of its affiliates) that will execute the purchases and sales of portfolio securities for the Funds and is directed to use its best efforts to obtain best execution as described in the Trust’s current registration statement as amended from time to time. In selecting brokers or dealers, the Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Adviser receives in connection with activities for the Trust may also be used for the benefit of other clients and customers of the Adviser or any of its affiliates. The Adviser will promptly communicate to the Manager and to the officers and the Board such information relating to portfolio transactions as they may reasonably request. The Adviser shall not, without the prior approval of the Manager, effect any transactions which would cause the portion of the Fund’s assets designated to the Adviser to be out of compliance with any restrictions or policies of the Fund established by the Manager or set forth in the Fund’s registration statement. The Adviser shall not consult with any other investment sub-adviser of the Fund concerning transactions for the Fund in securities or other assets.
3. Exercise of Rights. The Adviser, unless and until otherwise directed by the Manager, will exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, and exchanging or redeeming securities.
The Adviser shall receive and exercise the rights of security holders in the best interest of Portfolio shareholders and in accordance with the Adviser’s then current policies and procedures, including proxy voting policy and procedures, a copy of which has been provided to the Manager.
The Adviser shall report to the Manager in a timely manner a record of all proxies voted, in such form and format that complies with acceptable federal statutes and regulations (e.g., requirements of Form N-PX), including a record of all proxies not voted and/or voted inconsistently with Adviser’s proxy voting guidelines. The Adviser shall certify at least annually, or more often as may reasonably be requested by the Manager, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations.
The Manager reserves the right to exercise voting rights on any assets held in the Funds on an individual security or ongoing basis.
6 |
4. Compensation of the Adviser. For the services to be rendered by the Adviser as provided in Sections 1, 2, and 3 of this Agreement, the Trust shall pay to the Adviser compensation at the rate specified in Schedule(s) attached hereto and made a part of this Agreement. Such compensation shall be accrued daily and paid to the Adviser monthly in arrears, and the Trust shall calculate the fee by applying the annual percentage rate(s) as specified in the attached Schedule(s) to the average daily net assets of the specified Funds during the relevant month. Solely for the purpose of calculating the applicable annual percentage rates specified in the attached Schedule(s), there shall be included such other assets as are specified in said Schedule(s). The Fund is solely responsible for the payment of fees to the Adviser.
The Adviser agrees: (1) that the blended fee rate in basis points contracted hereunder with the Fund will not exceed the blended fee rate in basis points contracted with an account managed according to materially the same strategy, with similar servicing requirements (including client service, operational and compliance), and of the same or smaller size (including other accounts managed for the same client); and (2) that the actual annual dollar fee paid by any other client of the same or larger size for whom the Adviser provides investment advisory services under an asset based fee arrangement (i.e., not a performance fee arrangement) will not be less than the actual annual dollar fee paid hereunder. In the event that the fee charged hereunder exceeds the fee charged to an account described in (1) or (2) above, the Adviser shall promptly notify the Manager and the fee charged hereunder shall automatically be reduced to match the fee charged to such other account from the time such fee is charged to such other account.
The Adviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of the Adviser’s services under this Agreement, including but not limited to salaries, benefits, overhead, travel, and preparation of reports. Upon request by the Manager, Adviser agrees to reimburse the Manager for costs associated with certain supplements to the Fund’s disclosure documents (“Supplements”). Such Supplements are those generated due to changes by Adviser requiring prompt disclosure in the Trust’s prospectus, statement of additional information, and/or information statement and for which, at the time of notification by Adviser to Manager of such changes, the Trust is not already generating a supplement for other purposes or for which the Manager may not be able to reasonably add such changes to a pending supplement. Such changes by Adviser include, but are not limited to, changes to its structure, to key investment personnel, to investment style or management. Adviser shall reimburse the Manager or the Trust, as applicable, for all of the costs associated with generating such Supplements, and/or any required Board and/or proxy expenses related to approving a change in control of the Adviser. Reimbursable costs may include, but are not limited to, costs of preparation, filing, printing, postage, and/or distribution of such Supplements to all existing Fund shareholders.
5. Other Services. At the request of the Trust or the Manager, the Adviser in its discretion may make available to the Trust office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Adviser and billed to the Trust or the Manager at a price to be agreed upon by the Adviser and the Trust or the Manager.
7 |
6. Reports. The Manager (on behalf of the Trust) and the Adviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.
7. Status of Adviser. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser and its directors, officers, employees and affiliates shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Manager or the Trust in any way or otherwise be deemed an agent to the Manager or the Trust.
8. Certain Records. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Investment Company Act or the Derivatives Recordkeeping and Reporting Rules that are prepared or maintained by the Adviser on behalf of the Manager or the Trust are the property of the Manager or the Trust and will be surrendered promptly to the Manager or Trust on request, provided that the Adviser shall be entitled to retain a copy of such records if it is legally required to do so.
9. Liability of Adviser and Manager. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement. Each of the Adviser and the Manager agrees to indemnify and hold harmless, the other party, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the other party, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the other party or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the indemnifying party’s responsibilities to the Trust based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the indemnifying party’s obligations and/or duties under this Agreement by the indemnifying party or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the indemnifying party. The indemnification in this Section shall survive the termination of this Agreement.
10. Permissible Interests. To the extent permitted by law, Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise; provided that all such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust’s registration statement as required by law.
11. Duration and Termination. This Agreement, unless sooner terminated as provided herein, shall continue for two years after its execution as to each Fund and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Fund; provided, however, that if the shareholders of any Fund fail to
8 |
approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act and the rules and regulations thereunder. This Agreement may be terminated as to any Fund at any time, without the payment of any penalty, by the Manager upon not less than (30) thirty days nor more than (60) sixty days prior notice to the Adviser, by vote of a majority of the Board of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than (30) thirty days nor more than (60) sixty days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment.
A notice period provided in this Section may be waived by the party required to be notified, in their absolute discretion.
As used in this Section 11, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC under said Act.
12. Severability. If any provision of this Agreement shall be held or made invalid or unenforceable by a court of competent jurisdiction, statute, rule or otherwise, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be valid and enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision had never been included.
13. Amendments. This Agreement may be amended by mutual written consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the Investment Company Act, subject to such exemptions as may be granted by the SEC under said Act.
14. Miscellaneous.
(a) Governing Law and Venue. This Agreement shall be governed by the laws of Texas without giving effect to any conflict of laws provisions thereof.
(b) Use of Name. Adviser authorizes Manager’s use of the Adviser’s service marks and/or trademarks (the “Marks”) in connection with the marketing of the Fund(s), including but not limited to, the Fund(s)’ registration statements and fact sheets, only while the Adviser is the sole investment manager of the Funds. In addition, the Manager acknowledges and agrees that it has no rights in or to the Adviser’s name beyond the limited use rights granted herein and that any authorization to use the Marks will terminate immediately if the Adviser is not the sole investment manager of the Funds.
9 |
(c) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same Agreement.
(d) No Implied Waiver. Either party’s failure to insist in any one or more instances upon strict performance by the other party of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
(e) Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof.
(f) Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
(g) Notices. Any notices required to be given hereunder may be delivered by hand, facsimile, deposited with a nationally recognized overnight carrier, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party listed below (or such other address as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or facsimile, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, the earlier of (i) the date of receipt or (ii) the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing. All such notices shall be delivered to:
A. | If to the Manager: |
American Beacon Advisors, Inc.
200 East Las Colinas Blvd.
Suite 1200
Irving, TX 75039
Attention: Chief Investment Officer
with a copy to General Counsel at the same address.
Facsimile: 817-391-6131
B. | If to the Adviser: |
SSI Investment Management LLC
9440 Santa Monica Boulevard, 8th Floor
Beverly Hills, CA 90210
Attention: Syed Mehdi and George Douglas
Facsimile: 310-595-2089
10 |
15. Trust and Shareholder Liability. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fund, the obligations hereunder shall be limited to the respective assets of that Fund. The Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Board or any individual Trustee of the Trust.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
SSI Investment Management LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Syed Mehdi | By: | /s/ Jeffrey K. Ringdahl | |
Syed Mehdi | Jeffrey K. Ringdahl | |||
COO & CCO | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
11 |
Schedule A
To the
Investment Advisory Agreement
Among
American Beacon Funds
American Beacon Advisors, Inc.
and
SSI Investment Management LLC
The American Beacon SSI Alternative Income Fund (“the Fund”), a series of American Beacon Funds (the “Trust”) shall pay SSI Investment Management LLC (“Adviser”) pursuant to Section 4 of the Investment Advisory Agreement among the Trust, American Beacon Advisors, Inc. and the Adviser for rendering investment management services with respect to the Fund the following fee for all Fund assets under Adviser’s management.
First $300 million | 0.95% | |
Over $300 million | 0.85% |
If the management of the accounts commences or terminates at any time other than the beginning or end of a calendar month, the fee shall be prorated based on the portion of such calendar month during which the Agreement was in force.
Dated: as of May 31, 2019
SSI Investment Management LLC | American Beacon Advisors, Inc. | |||
By: | /s/ Syed Mehdi | By: | /s/ Jeffrey K. Ringdahl | |
Syed Mehdi | Jeffrey K. Ringdahl | |||
COO & CCO | President |
American Beacon Funds | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
12 |
Exhibit 99.(e)(6)
FIFTH AMENDMENT TO
DISTRIBUTION AGREEMENT
Fifth Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of the 17th day of May, 2019 by and between American Beacon Funds and American Beacon Select Funds, each a Massachusetts business trust that acts as an open-end investment company (the “Client”), and Resolute Investment Distributors, Inc., a Delaware limited liability company (“Resolute”).
The attached amended and restated Schedule I to add the American Beacon SSI Alternative Income Fund, and to remove SGA Global Growth Fund is hereby incorporated into the Agreement, as amended, on behalf of each Fund of a Trust listed on Schedule I hereto, as may be amended from time to time (each, a “Fund”), and American Beacon Advisors, Inc., a Delaware corporation, and supersedes any prior Schedule I to the Agreement.
Dated: May 17, 2019
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.
AMERICAN BEACON FUNDS | ||||
AMERICAN BEACON SELECT FUNDS | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Jeffrey K. Ringdahl | ||||
President & COO |
RESOLUTE INVESTMENT | ||||
DISTRIBUTORS, INC. | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
1 |
DISTRIBUTION AGREEMENT
Amended and Restated Schedule 1
Funds and Classes of the Client
As of May 17, 2019
Funds | Classes |
American Beacon Funds |
|
Acadian Emerging Markets Managed Volatility Fund | Institutional, Investor, A, C, Y |
AHL Managed Futures Strategy Fund | Institutional, Investor, A, C, Y |
AHL TargetRisk Fund | Institutional, Investor, A, C, Y |
Alpha Quant Core Fund | Institutional, Investor, Y |
Alpha Quant Dividend Fund | Institutional, Investor, Y |
Alpha Quant Quality Fund | Institutional, Investor, Y |
Alpha Quant Value Fund | Institutional, Investor, Y |
ARK Transformational Innovation Fund | Institutional, Investor, A, C,Y |
Bahl & Gaynor Small Cap Growth Fund | Institutional, Investor, A, C, Y, |
Balanced Fund | Institutional, Investor, Advisor, A, C, Y |
Bridgeway Large Cap Growth Fund | Institutional, Investor, A, C, Y, R6 |
Bridgeway Large Cap Value Fund | Institutional, Investor, A, C, Y, R6 |
Continuous Capital Emerging Markets Value Fund | Institutional, Investor, Y |
Crescent Short Duration High Income Fund | Institutional, Investor, A, C, Y |
Frontier Markets Income Fund | Institutional, Investor, A, C, Y |
Garcia Hamilton Quality Bond Fund | Institutional, Investor, Y, R6 |
GLG Total Return Fund | Institutional, Investor, A, C, Y, Ultra |
International Equity Fund | Institutional, Investor, Advisor, A, C, Y, R6 |
Ionic Strategic Arbitrage Fund | Institutional, Investor, A, C, Y |
Large Cap Value Fund | Institutional, Investor, Advisor, A, C, Y, R6 |
Mid-Cap Value Fund | Institutional, Investor, Advisor, A, C, Y, R6 |
Shapiro Equity Opportunities Fund | Institutional, Investor, Y |
Shapiro SMID Cap Equity Fund | Institutional, Investor, Y |
SiM High Yield Opportunities Fund | Institutional, Investor, A, C, Y |
Small Cap Value Fund | Institutional, Investor, Advisor, A, C, Y, R6 |
Sound Point Floating Rate Income Fund | Institutional, Investor, A, C, Y, SP |
SSI Alternative Income Fund | Institutional, Investor, Y |
Stephens Mid-Cap Growth Fund | Institutional, Investor, A, C, Y, R6 |
Stephens Small Cap Growth Fund | Institutional, Investor, A, C, Y, R6 |
The London Company Income Equity Fund | Institutional, Investor, A, C, Y |
Tocqueville International Value Fund | Institutional, Investor, Y |
TwentyFour Strategic Income Fund | Institutional, Investor, A, C, Y, Ultra |
Zebra Small Cap Equity Fund | Institutional, Investor, A, C, Y |
American Beacon Select Funds |
|
U.S. Gov’t. Money Market Select Fund | Select |
Exhibit 99.(e)(7)
SIXTH AMENDMENT TO
DISTRIBUTION AGREEMENT
This Sixth Amendment (the “Amendment”) to the Distribution Agreement is dated as of the 20th day of August, 2019, among American Beacon Funds and American Beacon Select Funds, each a Massachusetts business trust that acts as an open-end investment company (collectively, the “Client”), and Resolute Investment Distributors, Inc., a Delaware corporation (“Resolute”).
WHEREAS, Resolute and Client entered into a Distribution Agreement dated as of March 1, 2018 (the “Agreement”) as amended from time to time;
WHEREAS, the parties may amend the Agreement in accordance with Section 8 of the Agreement; and
WHEREAS, the parties desire to amend Section 9.1 of the Agreement, as more particularly set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. Amendment to the Agreement.
Section 9.1 of the Agreement is hereby amended and replaced in its entirety with the following:
9.1 Resolute Anti-Money Laundering Program. Resolute hereby represents and warrants that it has implemented and enforces an anti-money laundering program (“AMLP”) that complies with laws, regulations and regulatory guidance applicable to Resolute, and includes, at a minimum:
a. | written policies, procedures, and controls to detect and prevent money laundering, as appropriate to the nature of Resolute’ s business; |
b. | a designated compliance officer with sufficient authority to oversee the AML Program; |
c. | an ongoing training program for relevant Resolute employees and associated persons; and |
d. | scheduled independent testing every two years of the Resolute AML Program. |
2. Miscellaneous.
Except as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Agreement.
In witness whereof, the Parties have executed this Amendment on this 20th day of August, 2019.
AMERICAN BEACON FUNDS | ||||
AMERICAN BEACON SELECT FUNDS | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Jeffrey K. Ringdahl | ||||
Vice President |
RESOLUTE INVESTMENT | ||||
DISTRIBUTORS, INC. | ||||
By: | /s/ Gene L. Needles, Jr. | |||
Gene L. Needles, Jr. | ||||
President |
Exhibit 99.(g)(3)
May 13, 2019
State Street Bank and Trust Company
Channel Center
One Iron Street
Boston, MA 02210
Attention: Tricia Cormier, Vice President
Re: | American Beacon Funds |
Ladies and Gentlemen:
The undersigned, pursuant to her authority under the Custodian Contract dated December 1, 1997 between American Beacon Funds (the “Trust”) and State Street Bank and Trust Company (the “Custodian”) (as amended, modified or supplemented from time to time, the “Agreement”), hereby advises you that the Trust shall terminate the following series of shares (the “Funds”) from the Agreement effective as of the date set forth below.
Fund Name | Termination Date |
American Beacon SGA Global Growth Fund | May 3, 2019 |
Further, the Trust has provided you as Custodian under the Agreement with written instructions to transfer any assets of such Fund(s), if applicable.
Please indicate below your acknowledgment of such termination and of your agreement to waive any notice requirement under the Agreement.
Sincerely, | ||||
AMERICAN BEACON FUNDS | ||||
By: | /s/ Melinda G. Heika | |||
Name: | Melinda G. Heika | |||
Title: | Principal Accounting Officer and Treasurer |
Agreed: | ||||
STATE STREET BANK AND TRUST COMPANY | ||||
By: | /s/ Andrew Erickson | |||
Name: | Andrew Erickson | |||
Title: | Executive Vice President |
220 E. Las Colinas Blvd., Ste. 1200, Irving, Texas 75039 • 817.391.6100 Distributed by Foreside Fund Services, LLC |
americanbeaconadvisors.com |
Exhibit 99.(h)(9)(G)
March 6, 2019
American Beacon Funds (the “Trust”)
220 East Las Colinas Blvd., Suite 1200
Irving, TX 75039
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
American Beacon Advisors, Inc. (“AmBeacon”) notifies you that, for the funds listed in Attachment A to this letter (the “Funds”), it will waive its management fee and/or reimburse expenses of the Fund, to the extent necessary so that expenses of the Fund, exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, do not exceed the annual rates listed on Attachment A.
During the period until the expiration date of each expense limitation in Attachment A, the related expense limitation arrangements for each of the Funds may only be modified by mutual agreement of the parties that, with respect to the Trust, includes a majority vote of the “non-interested” Trustees of the Trust. For a period of up to three years following AmBeacon’s contractual fee waiver or reimbursement, AmBeacon may be reimbursed by a Fund if reimbursement does not cause the expenses of the Fund exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, to exceed the annual rates listed on Attachment A.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the Fund with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.
Respectfully, | ||||
American Beacon Advisors, Inc. | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Name: | Jeffrey K. Ringdahl | |||
Title: | President |
Agreed and Accepted
on behalf of the Trust |
||||
By: | /s/ Melinda G. Heika | |||
Name: | Melinda G. Heika | |||
Title: | Treasurer |
A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of each Fund.
Attachment A
American Beacon Funds
Fund | Class | Annual Expense % Limit (Cap) |
Effective
Date |
Expiration |
Alpha Quant Core | Instl | 0.59 | 4/1/2019 | 10/31/2020 |
Alpha Quant Core | Y | 0.69 | 4/1/2019 | 10/31/2020 |
Alpha Quant Core | Investor | 0.97 | 4/1/2019 | 10/31/2020 |
Alpha Quant Dividend | Instl | 0.59 | 4/1/2019 | 10/31/2020 |
Alpha Quant Dividend | Y | 0.69 | 4/1/2019 | 10/31/2020 |
Alpha Quant Dividend | Investor | 0.97 | 4/1/2019 | 10/31/2020 |
Alpha Quant Quality | Instl | 0.59 | 4/1/2019 | 10/31/2020 |
Alpha Quant Quality | Y' | 0.69 | 4/1/2019 | 10/31/2020 |
Alpha Quant Quality | Investor | 0.97 | 4/1/2019 | 10/31/2020 |
Alpha Quant Value | Instl | 0.59 | 4/1/2019 | 10/31/2020 |
Alpha Quant Value | Y | 0.69 | 4/1/2019 | 10/31/2020 |
Alpha Quant Value | Investor | 0.97 | 4/1/2019 | 10/31/2020 |
Exhibit 99.(h)(9)(O)
August 20, 2019
American Beacon Funds (the “Trust”)
220 East Las Colinas Blvd., Suite 1200
Irving, TX 75039
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
American Beacon Advisors, Inc. (“AmBeacon”) notifies you that, for the funds listed in Attachment A to this letter (the “Funds”), it will waive its management fee and/or reimburse expenses of the Fund, to the extent necessary so that expenses of the Fund, exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, do not exceed the annual rates listed on Attachment A.
During the period until the expiration date of each expense limitation in Attachment A, the related expense limitation arrangements for each of the Funds may only be modified by mutual agreement of the parties that, with respect to the Trust, includes a majority vote of the “non-interested” Trustees of the Trust. For a period of up to three years following AmBeacon’s contractual fee waiver or reimbursement, AmBeacon may be reimbursed by a Fund if reimbursement does not cause the expenses of the Fund exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, to exceed the annual rates listed on Attachment A.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the Fund with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.
Respectfully, | ||||
American Beacon Advisors, Inc. | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Name: | Jeffrey K. Ringdahl | |||
Title: | President | |||
Agreed and Accepted | ||||
on behalf of the Trust | ||||
By: | /s/ Melinda G. Heika | |||
Name: | Melinda G. Heika | |||
Title: | Treasurer |
A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of each Fund.
Attachment A
American Beacon Funds
Annual | ||||
Expense % | Effective | |||
Fund | Class | Limit | Date | Expiration |
Stephens Small Cap Growth | Instl | 0.99 | 9/1/2019 | 4/30/2021 |
Stephens Small Cap Growth | Y | 1.06 | 9/1/2019 | 4/30/2021 |
Stephens Small Cap Growth | Investor | 1.31 | 9/1/2019 | 4/30/2021 |
Stephens Small Cap Growth | A | 1.28 | 9/1/2019 | 4/30/2021 |
Stephens Small Cap Growth | C | 2.06 | 9/1/2019 | 4/30/2021 |
Stephens Small Cap Growth | R6 | 0.95 | 9/1/2019 | 4/30/2021 |
Exhibit 99.(h)(9)(P)
August 20, 2019
American Beacon Funds (the “Trust”)
220 East Las Colinas Blvd., Suite 1200
Irving, TX 75039
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
American Beacon Advisors, Inc. (“AmBeacon”) notifies you that, for the funds listed in Attachment A to this letter (the “Funds”), it will waive its management fee and/or reimburse expenses of the Fund, to the extent necessary so that expenses of the Fund, exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, do not exceed the annual rates listed on Attachment A.
During the period until the expiration date of each expense limitation in Attachment A, the related expense limitation arrangements for each of the Funds may only be modified by mutual agreement of the parties that, with respect to the Trust, includes a majority vote of the “non-interested” Trustees of the Trust. For a period of up to three years following AmBeacon’s contractual fee waiver or reimbursement, AmBeacon may be reimbursed by a Fund if reimbursement does not cause the expenses of the Fund exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the Fund with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.
Respectfully, | ||||
American Beacon Advisors, Inc. | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Name: | Jeffrey K. Ringdahl | |||
Title: | President |
Agreed and Accepted | ||||
on behalf of the Trust | ||||
By: | /s/ Melinda G. Heika | |||
Name: | Melinda G. Heika | |||
Title: | Treasurer |
A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of each Fund.
Attachment A
American Beacon Funds
Annual | ||||
Expense % | Effective | |||
Fund | Class | Limit | Date | Expiration |
Garcia Hamilton Quality Bond | R6 | 0.41 | 8/26/2019 | 2/28/2021 |
Exhibit 99.(h)(9)(Q)
August 20 2019
American Beacon Funds (the “Trust”)
220 East Las Colinas Blvd., Suite 1200
Irving, TX 75039
Re: Fee Waiver/Expense Reimbursement
Ladies and Gentlemen:
American Beacon Advisors, Inc. (“AmBeacon”) notifies you that, for the funds listed in Attachment A to this letter (the “Funds”), it will waive its management fee and/or reimburse expenses of the Fund, to the extent necessary so that expenses of the Fund, exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, do not exceed the annual rates listed on Attachment A.
During the period until the expiration date of each expense limitation in Attachment A, the related expense limitation arrangements for each of the Funds may only be modified by mutual agreement of the parties that, with respect to the Trust, includes a majority vote of the “non-interested” Trustees of the Trust. For a period of up to three years following AmBeacon’s contractual fee waiver or reimbursement, AmBeacon may be reimbursed by a Fund if reimbursement does not cause the expenses of the Fund exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses, to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.
We understand and intend that you will rely on this undertaking in preparing and filing the Registration Statements on Form N-1A for the Fund with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the Investment Company Act of 1940, as amended, and expressly permit you to do so.
Respectfully, | ||||
American Beacon Advisors, Inc. | ||||
By: | /s/ Jeffrey K. Ringdahl | |||
Name: | Jeffrey K. Ringdahl | |||
Title: | President |
Agreed and Accepted | ||||
on behalf of the Trust | ||||
By: | /s/ Melinda G. Heika | |||
Name: | Melinda G. Heika | |||
Title: | Treasurer |
A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of each Fund.
Attachment A
American Beacon Funds – Fiscal Year End: June 30
Fund | Class |
Annual
Expense % Limit (Cap) |
Expiration |
ARK Transformational Innovation | Instl | 0.99 | 10/31/2020 |
ARK Transformational Innovation | Y | 1.09 | 10/31/2020 |
ARK Transformational Innovation | Investor | 1.37 | 10/31/2020 |
ARK Transformational Innovation | A | 1.39 | 10/31/2020 |
ARK Transformational Innovation | C | 2.14 | 10/31/2020 |
TwentyFour Strategic Income | Instl | 0.72 | 10/31/2020 |
TwentyFour Strategic Income | Y | 0.82 | 10/31/2020 |
TwentyFour Strategic Income | Investor | 1.09 | 10/31/2020 |
TwentyFour Strategic Income | Ultra | 0.67 | 10/31/2020 |
TwentyFour Strategic Income | A | 1.12 | 10/31/2020 |
TwentyFour Strategic Income | C | 1.87 | 10/31/2020 |
Shapiro Equity Opportunities | Instl | 0.79 | 10/31/2020 |
Shapiro Equity Opportunities | Y | 0.89 | 10/31/2020 |
Shapiro Equity Opportunities | Investor | 1.17 | 10/31/2020 |
Shapiro SMID Cap Equity | Instl | 0.89 | 10/31/2020 |
Shapiro SMID Cap Equity | Y | 0.99 | 10/31/2020 |
Shapiro SMID Cap Equity | Investor | 1.27 | 10/31/2020 |
Exhibit 99.(i)
|
K&L
GATES LLP
1601 K STREET, N.W. WASHINGTON, DC 20006 T +1 202 778 9000 F +1 202 778 9100 klgates.com |
October 25, 2019
American Beacon Funds
220 East Las Colinas Boulevard, Suite 1200
Irving, Texas 75039
Ladies and Gentlemen:
We have acted as counsel to American Beacon Funds, a business trust formed under the laws of the Commonwealth of Massachusetts (the “Trust”), in connection with Post-Effective Amendment No. 355 (the “Post-Effective Amendment”) to the Trust’s registration statement on Form N-1A (File Nos. 033-11387; 811-04984) (the “Registration Statement”), to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about October 25, 2019, registering an indefinite number of shares of beneficial interest in the series of the Trust (the “Funds”) and classes thereof listed in Schedule A to this opinion letter (the “Shares”) under the Securities Act of 1933, as amended (the “Securities Act”).
This opinion letter is being delivered at your request in accordance with the requirements of paragraph 29 of Schedule A of the Securities Act and Item 28(i) of Form N-1A under the Securities Act and the Investment Company Act of 1940, as amended (the “Investment Company Act”).
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) | the prospectuses and statements of additional information (collectively, the “Prospectus”) filed as part of the Post-Effective Amendment; |
(ii) | the declaration of trust and bylaws of the Trust in effect on the date of this opinion letter; and |
(iii) | the resolutions adopted by the trustees of the Trust relating to the Post-Effective Amendment, the establishment of the Funds and the Shares of each class, and the authorization for issuance and sale of the Shares. |
We also have examined and relied on certificates of public officials and, as to certain matters of fact that are material to our opinions, we have relied on a certificate of an officer of the Trust. We have not independently established any of the facts on which we have so relied.
For purposes of this opinion letter, we have assumed the accuracy and completeness of each document submitted to us, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed, or photostatic copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Trust are actually serving in such capacity, and that the representations of officers of the Trust are correct as to matters of fact. We have not independently verified any of these assumptions.
Page 2
October 25, 2019
The opinions expressed in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and are limited to Chapter 182 of the General Laws of the Commonwealth of Massachusetts and the provisions of the Investment Company Act that are applicable to equity securities issued by registered open-end investment companies. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws.
Based upon and subject to the foregoing, it is our opinion that (1) the Shares to be issued pursuant to the Post-Effective Amendment, when issued and paid for by the purchasers upon the terms described in the Post-Effective Amendment and the Prospectus, will be validly issued, and (2) such purchasers will have no obligation to make any further payments for the purchase of the Shares or contributions to the Trust solely by reason of their ownership of the Shares.
This opinion is rendered solely in connection with the filing of the Post-Effective Amendment and supersedes any previous opinions of this firm in connection with the issuance of Shares. We hereby consent to the filing of this opinion with the Commission in connection with the Post-Effective Amendment and to the reference to this firm’s name under the heading “Other Service Providers” in the Prospectus. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |||
/s/ K&L Gates LLP |
Page 3
October 25, 2019
Schedule A
To the Opinion Letter of K&L Gates LLP, dated October 25, 2019,
Filed as Exhibit (i) to Post-Effective Amendment No. 355 to the Registration Statement
on Form N-1A of American Beacon Funds (File Nos. 033-11387; 811-04984)
Relevant Series of American Beacon Funds and Share Classes Thereof
American Beacon Alpha Quant Core Fund
Y Class
Institutional Class
Investor Class
American Beacon Alpha Quant Dividend Fund
Y Class
Institutional Class
Investor Class
American Beacon Alpha Quant Quality Fund
Y Class
Institutional Class
Investor Class
American Beacon Alpha Quant Value Fund
Y Class
Institutional Class
Investor Class
American Beacon Shapiro Equity Opportunities Fund
Y Class
Institutional Class
Investor Class
American Beacon Shapiro SMID Cap Equity Fund
Y Class
Institutional Class
Investor Class
American Beacon SSI Alternative Income Fund
Y Class
Institutional Class
Investor Class
Page 4
October 25, 2019
American Beacon ARK Transformational Innovation Fund
A Class
C Class
Y Class
Institutional Class
Investor Class
American Beacon TwentyFour Strategic Income Fund
A Class
C Class
Y Class
Institutional Class
Investor Class
Ultra Class
Exhibit 99.(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A (“Registration Statement”) of American Beacon Funds of our reports each dated August 27, 2019, relating to the financial statements and financial highlights, which appears in American Beacon Alpha Quant Core Fund’s, American Beacon Alpha Quant Dividend Fund’s, American Beacon Alpha Quant Quality Fund’s, American Beacon Alpha Quant Value Fund’s, American Beacon Shapiro Equity Opportunities Fund’s, American Beacon Shapiro SMID Cap Equity Fund’s, American Beacon ARK Transformational Innovation Fund’s, American Beacon SSI Alternative Income Fund’s, and American Beacon TwentyFour Strategic Income Fund’s, (nine of the series constituting American Beacon Funds) Annual Report on Form N-CSR for the periods ended June 30, 2019. We also consent to the references to us under the headings "Financial Statements", “Disclosure of Portfolio Holdings”, "Other Service Providers" and "Financial Highlights" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP | |||
Dallas, Texas | |||
October 24, 2019 |
Exhibit 99.(n)
AMERICAN BEACON FUNDS
Amended and Restated
Plan Pursuant to Rule 18f-3
The American Beacon Funds (the “Funds”) hereby adopt this Amended and Restated Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), to address the differing requirements and preferences of potential investors.
A. CLASSES OFFERED. Each Fund may from time to time issue one or more of the following classes of shares:
1. Institutional Class. Institutional Class shares are offered primarily to large institutional investors. The Institutional Class generally requires an initial investment of at least $250,000 (although this minimum investment requirement may be waived) and are sold without the imposition of any sales charges. Institutional Class shareholders incur no fees pursuant to a plan of distribution pursuant Rule 12b-1 under the 1940 Act (“12b-1 fees”).
2. Investor Class. Investor Class shares are offered to all investors, including smaller institutional investors, investors using intermediary organizations such as broker-dealers or plan sponsors, individual retirement accounts, and self-employed individual retirement accounts. Investor Class shares require an initial investment of $2,500 (although this minimum investment requirement may be waived) and are sold without the imposition of any sales charges. Investor Class shareholders incur no 12b-1 fees but do incur a fee of up to 0.375% of average daily net assets for the servicing of shareholder accounts (“Investor Class Service Fee”). Prior to March 1, 2009, the Investor Class was named the PlanAhead Class.
3. Advisor Class. Advisor Class shares are offered to all investors who invest through intermediary organizations, such as broker-dealers or third party administrators. Advisor Class shares require an initial minimum investment of $2,500 (although this minimum investment requirement may be waived) and are sold without the imposition of any sales charges. Shares of the Advisor Class, however, do incur charges of up to 0.25% of average daily Advisor Class net assets under a Rule 12b-1 plan. Advisor Class shareholders also incur a fee of 0.25% of average daily net assets for the servicing of shareholder accounts (“Advisor Class Service Fee”).
4. Y Class. Y Class shares are offered primarily to large institutional retirement plan investors. The Y Class generally requires an initial investment of at least $100,000 (although this minimum investment requirement may be waived) and are sold without the imposition of any sales charges. Y Class shareholders incur no fees pursuant to a plan of distribution pursuant Rule 12b-1 under the 1940 Act (“12b-1 fees”).
5. A Class. A Class shares are offered to retail investors who invest directly through a financial intermediary, such as a broker, or through employee directed benefit plans. A Class shares require an initial minimum investment of $ 2,500, except for certain retirement accounts and investment plans for which lower limits may apply. A Class shares are sold with the imposition of a front-end sales charge on the public offering price. The sales charge may be waived for certain eligible purchasers or under certain circumstances.
A Class shares may be offered subject to a contingent deferred sales charge (“CDSC”) in such amount as disclosed in a Fund’s prospectus, which CDSC may waived or reduced as disclosed in a Fund’s prospectus or statement of additional information.
A Class shares are subject to Rule 12b-1 fees of up to 0.25% of average daily A Class net assets under a Rule 12b-1 plan. A Class shareholders also incur a fee of up to 0.25% of average daily net assets for the servicing of shareholder accounts (“Class A Service Fee”).
A Class Shares may be subject to a redemption fee as disclosed in the Fund’s Prospectus.
6. C Class. C Class shares are offered to retail investors who invest directly through a financial intermediary, such as a broker, or through employee directed benefit plans and may require a minimum initial investment, except for certain retirement accounts and investment plans for which lower limits may apply (as described in the prospectus). C Class shares are sold at net asset value per share without a front-end sales charge but subject to a CDSC in such amount as is disclosed in a Fund’s prospectus, which CDSC may be waived or reduced as disclosed in a Fund’s prospectus or statement of additional information.
C Class shares are subject to Rule 12b-1 fees of up to 1.00% of average daily C Class net assets under a Rule 12b-1 plan. C Class shareholders also incur a fee of up to 0.25% of average daily net assets for the servicing of shareholder accounts (“Class C Service Fee”).
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C Class shares may be subject to a redemption fee as disclosed in the Fund’s prospectus.
7. SP Class. SP Class shares are offered to retail investors who invest directly through a financial intermediary, such as a broker, or through employee directed benefit plans and were formerly shareholders of the Sound Point Floating Rate Income Fund prior to its reorganization into the American Beacon Sound Point Floating Rate Income Fund. SP Class shares require an initial minimum investment of $1,000 (although this minimum investment requirement may be waived) and are sold without the imposition of any sales charges. Shares of the SP Class, however, do incur charges of up to 0.25% of average daily SP Class net assets under a Rule 12b-1 plan.
8. Ultra Class. Ultra Class shares are offered to institutional shareholders who invest directly through a financial intermediary, such as a broker, or through employee benefit plans. Ultra Class shares require an initial minimum investment of at least $350,000,000 (although this minimum investment requirement may be waived) and are sold without the imposition of any sales charges. Ultra Class shareholders incur no 12b-1 fees.
9. R6 Class. R6 Class shares are offered to large retirement plans. The R6 Class generally do not require an initial minimum investment and are sold without the imposition of any sales charges. R6 Class shareholders incur no 12b-1 fees, service fees or sub-transfer agency fees.
10. T Class. T Class shares are offered to retail investors who invest directly through a financial intermediary, such as a broker, or through employee directed benefit plans. T Class shares require an initial minimum investment of $ 2,500. T Class shares are sold with the imposition of a front-end sales charge on the public offering price. T Class shares are subject to Rule 12b-1 fees of up to 0.25% of average daily T Class net assets under a Rule 12b-1 plan. T Class shareholders also incur a fee of up to 0.25% of average daily net assets for the servicing of shareholder accounts (“Class A Service Fee”).
B. EXPENSES. The expenses of the Funds that cannot be attributed to any one Fund generally are allocated to each Fund based on the relative net assets of the Funds. Certain expenses that may be attributable to a particular Fund, but not a particular Class, are allocated based on the relative daily net assets of each Class within the Fund. Finally, certain expenses may be attributable to a particular Class of shares of a Fund (“Class Expenses”). Class Expenses are charged directly to the net assets of the particular Class
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and, thus, are borne on a pro rata basis by the outstanding shares of that Class.
Examples of Class Expenses may include: (1) 12b-1 fees, (2) transfer agent fees identified as being attributable to a specific Class, (3) shareholder servicing arrangements, such as the Investor Class Service Fees, Advisor Class Service Fees, Class A Service Fees, and Class C Service Fees (4) stationery, printing, postage, and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxy statements to current shareholders of a Class, (5) Blue Sky registration fees incurred by a Class, (6) Securities and Exchange Commission registration fees incurred by a Class, (7) expenses of Administrative Services Agreements or Administrative Services Plans and other administrative personnel and services as required to support the shareholders of a Class, (8) trustees’ fees or expenses incurred as a result of issues relating to one Class, (9) accounting expenses relating solely to one Class, (10) auditors’ fees, litigation expenses, and legal fees and expenses relating to a Class, and (11) expenses incurred in connection with shareholder meetings as a result of issues relating to one Class.
C. CLASS DIFFERENCES. Other than the differences discussed above, there are no material differences in the services offered each Class.
D. EXCHANGE FEATURES. Each Class of shares may offer exchange privileges within the Class in accordance with procedures disclosed in the Funds’ prospectus, subject to applicable minimum holding period requirements or limitations resulting from the closing of Funds to new investors.
In addition, shares of one Class of a Fund may be exchanged, at the shareholder’s option, for shares of another Class of the same Fund (an “intra-Fund exchange”), if and to the extent an applicable intra-Fund exchange privilege is disclosed in the prospectus or statement of additional information and subject to the terms and conditions (including the imposition or waiver of any sales charge or CDSC) set forth in the prospectus or statement of additional information, provided that the shareholder requesting the intra-Fund exchange meets the eligibility requirements of the Class into which such shareholder seeks to exchange.
Dated: April 3, 1995, as amended and restated on August 21, 1995, December 1, 2001, May 1, 2003, April 2, 2007, March 6, 2009, April 30, 2009, July 24, 2009, February 16, 2010, May 25, 2010, November 9, 2010, March 9, 2011, September 21, 2015, September 29, 2015, March 4, 2016, June 8, 2016, August 4, 2016, February 28, 2017, and August 23, 2017.
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Exhibit 99.(p)(1)
American Beacon Advisors, Inc.
American BEACON Funds
AMERICAN BEACON SELECT FUNDS
AMERICAN BEACON INSTITUTIONAL FUNDS TRUST
AMERICAN BEACON SOUND POINT ENHANCED INCOME FUND
AMERICAN BEACON APOLLO TOTAL RETURN FUND
RESOLUTE INVESTMENT DISTRIBUTORS, INC.
CODE OF ETHICS
Dated: August 30, 2019
A. Definitions When used in this Code, the following terms shall have the meanings set forth below:
“Access Person” means:
1. | Any officer or employee of the Advisor or the Beacon Funds, except an officer or employee that the Chief Compliance Officer deems not to meet the definition of “access person” under Rule 204A-1 under the Advisers Act or Rule 17j-1 under the Investment Company Act.1 |
2. | Any officer or employee of the Advisor’s affiliates who is leased by the Advisor to perform responsibilities related to the Advisory Accounts and Beacon Funds. |
3. | Any officer, director or Associated Person of the Affiliated Underwriter. A third-party service provider who is an Associated Person but who does not have access to any non-public information regarding the Advisor’s securities recommendations, client purchase and sale activity or client portfolio holdings is not an Access Person for purposes of this Code. |
4. | The Chief Compliance Officer may determine that a contract worker providing services to the Advisor, Beacon Funds or Affiliated Underwriter is an Access Person depending on the nature of his or her work. |
“Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.
“Advisor” means American Beacon Advisors, Inc.
“Advisory Account” means any account with respect to which the Advisor provides investment advisory services pursuant to a contract.
“Affiliated Funds” means each registered fund that is managed by an investment adviser that is under common control with the Advisor and each registered fund for which the Affiliated Underwriter is the principal underwriter. A list of Affiliated Funds is available on the Advisor’s compliance reporting system.
“Affiliated Underwriter” means Resolute Investment Distributors, Inc., a limited purpose broker-dealer acting as principal underwriter of the Beacon Funds.
1 The Advisor’s directors and the Funds’ Trustees, who are not employees of the Advisor, are not currently deemed to be Access Persons, because they are not provided with access to any non-public information regarding the Advisor’s securities recommendations, client purchase and sale activity or client portfolio holdings nor are they involved in making securities recommendations.
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“Associated Person” means each registered representative of the Affiliated Underwriter and any person who has access to the Affiliated Underwriter’s records and/or assets.
“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) of Securities or Beacon Funds are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan and systematic payroll contributions to (or distributions from) a retirement plan account, as well as automatic rebalancing plans.
“Beacon Funds” means each of the series of the American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, and American Beacon Apollo Total Return Fund.
“Beneficial Ownership” shall be interpreted in a manner consistent with Rule 16a-1(a)(2) under the Exchange Act. In general, this provision specifies that, to have Beneficial Ownership, a person must have the opportunity to profit directly or indirectly from a transaction in securities. Thus, an Access Person may be deemed to have Beneficial Ownership over securities held in accounts registered in the name of members of his or her immediate family sharing the same household (i.e., a spouse, children, parents and other relatives), or by certain partnerships, trusts, corporations or other arrangements. For example, Access Persons would likely be deemed to have Beneficial Ownership of securities held in the following accounts: spousal retirement plan accounts (e.g., 401(k) and 403(b) plan accounts), accounts registered to a trust for which the Access Person serves as trustee, and accounts registered to a partnership for which the Access Person or the Access Person’s spouse serves as general partner.
“Broad-Based Index” means an index that is comprised of Securities or other instruments, such as commodities or currencies, and that the Advisor deems to be widely used or recognized. The Advisor shall publish the list of Broad-Based Indices in effect at any given time on its compliance reporting system.
“Chief Compliance Officer” means the person designated by the Advisor as the Advisor’s chief compliance officer and by the Trustees as the Beacon Funds’ chief compliance officer, as well as his or her designee.
“Code” means this Code of Ethics.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exempt Security” means:
1. | direct obligations of the Government of the United States; |
2. | bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and |
3. | shares of open-end investment companies except for exchange-traded funds, the Beacon Funds and Affiliated Funds, which are subject to various provisions of the Code as noted herein. |
“Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.
“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.
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“Investment Personnel” includes Access Persons who act as Portfolio Managers, analysts and traders for Advisory Accounts or the Beacon Funds.
“Portfolio Manager” means an Access Person with responsibility and authority to make investment decisions directly affecting an Advisory Account or the Beacon Funds, including the authority to select and allocate assets among investment sub-advisors.
“Private Placement” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Section 4(a)(6) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act.
“Purchase or sale of a security” includes, among other transactions, the writing of an option to purchase or sell a non-Exempt Security.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.2
“Trustee” means any trustee of the Beacon Funds who is not an officer or employee of the Beacon Funds and who does not meet the definition of “access person” under Rule 204A-1 of the Advisers Act for any investment sub-advisor to the Beacon Funds.
Access Persons and Trustees should contact the Chief Compliance Officer regarding any questions they have concerning or interpreting any of the above definitions.
B. Statement of General Principles
All directors, officers and employees of the Advisor and Affiliated Underwriter, regardless of whether they are deemed to be Access Persons, owe a fiduciary duty to place the interests of the Advisory Accounts and shareholders of the Beacon Funds above their own. This includes the responsibility to conduct their personal securities transactions in a manner that does not interfere with portfolio transactions on behalf of Advisory Accounts and the Beacon Funds. Access Persons must execute their personal securities transactions in accordance with the policies and restrictions set forth in this Code. Trustees owe a fiduciary duty to place the interests of the shareholders of the Beacon Funds above their own. Doubtful situations should be resolved in favor of the Advisory Account or the Beacon Funds, as applicable.
Access Persons, Trustees, and the Advisor’s directors should not take unfair advantage of their relationship to the Advisor and the Beacon Funds. This would include solicitation of gifts or special treatment from parties that do business, or propose to do business, with or on behalf of the Advisor and/or the Beacon Funds.
2 Direct investments in currencies and virtual currencies (i.e., cryptocurrencies) are not considered Securities for purposes of the Code.
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The Advisor and Affiliated Underwriter are part of a group of affiliated companies. Any Access Persons performing services on behalf of affiliates may be required to comply with other policies and procedures regarding those services. For example, Associated Persons must comply with the Affiliated Underwriter’s written supervisory procedures, and certain Access Persons must comply with the codes of ethics of affiliated investment advisers. Whether covered by these other policies or not, any Access Person could receive non-public information regarding the affiliates or their clients. Access Persons must treat any such non-public information as confidential and may not use such information to their personal benefit. If it is unclear whether information is public or not, please consult with the Chief Compliance Officer.
Technical compliance with the Code’s procedures will not automatically exempt from scrutiny any Access Person’s or Trustee’s actions that may indicate a perceived abuse of fiduciary duties. All directors, officers and employees of the Advisor and Affiliated Underwriter, regardless of whether they are deemed to be Access Persons, are required to comply with all applicable federal securities laws.
C. Restrictions on Personal Securities Transactions
1. | Purchases and Sales of a Security. No Access Person shall purchase or sell, directly or indirectly: |
a. any Security that, to his or her actual knowledge at the time of such purchase or sale, is being purchased or sold by an Advisory Account or the Beacon Funds;
b. any Security that, to his or her actual knowledge at the time of such purchase or sale, the Advisor or any investment sub-advisor employed by the Advisor is actively considering for purchase or sale by an Advisory Account or the Beacon Funds; or
c. any convertible security, option, warrant or any Security of a different class of any issuer whose underlying or other class of Securities are, to his or her actual knowledge at the time of such purchase or sale, being actively considered or are currently being purchased or sold by an Advisory Account or the Beacon Funds.
These prohibitions shall apply whether the transactions for an Access Person and an Advisory Account or Beacon Fund are in the same direction (e.g., an Access Person and an Advisory Account are both purchasing a Security) or the opposite direction (e.g., an Access Person is purchasing and an Advisory Account is selling the same Security). These prohibitions apply until the day after the day on which the Advisor or the investment sub-advisor determines not to enter into or completes the purchase or sale.
2. Exceptions. The following transactions shall not be considered to violate Section C.1. above:
a. purchases or sales of Securities over which the Access Person or Trustee has no direct or indirect influence, control or prior knowledge;
b. purchases or sales of Securities pursuant to an Automatic Investment Plan;
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c. purchases or sales of Securities for which the Access Person receives approval pursuant to the Pre-Clearance procedures in Section D.2.;
d. purchases of Securities effected upon the exercise of rights issued by an issuer proportionately to all holders of a class of its Securities (or certain other corporate actions as approved by the Chief Compliance Officer) to the extent such rights were acquired from that issuer, as well as sales of such rights so acquired;
e. trading in Broad-Based Index derivatives or Broad-Based Index exchange-traded funds;
f. acquisitions of partnership interests in a private equity fund-of-funds for which the Advisor serves as investment manager; or
g. purchases or sales of a Beacon Fund.
3. Undue Influence. No Access Person who owns a particular Security shall attempt to cause an Advisory Account or the Beacon Funds to purchase, sell or hold the same Security in a manner calculated to create a personal benefit to the Access Person. An Access Person who participates in an investment decision on behalf of an Advisory Account or the Beacon Funds concerning a particular Security, that could create a material benefit to the Access Person, should disclose to those persons with authority to make investment decisions, or to the Chief Compliance Officer, the nature of his/her interest in that Security.
4. Initial Public Offerings. No Investment Personnel may acquire any Securities in an Initial Public Offering. Any other Access Person seeking to acquire a Security in an Initial Public Offering must seek pre-clearance under Section D.2.
5. Private Placements. Prior approval from the Chief Compliance Officer is required for any acquisition by an Access Person of Securities in a Private Placement. Such approval is required even if the Access Person is eligible for an exemption from pre-clearance under Section D.2. The Chief Compliance Officer should take into account whether the investment opportunity should be reserved for Advisory Accounts or the Beacon Funds, and whether the opportunity is being offered to the individual by virtue of his or her position with the Advisor. Investment Personnel who have been authorized to acquire securities in a Private Placement are required to disclose these investments when they play a part in the Advisor’s subsequent consideration of an investment in the issuer on behalf of an Advisory Account or the Beacon Funds. In such circumstances, the decision to make the investment on behalf of an Advisory Account or the Beacon Funds should be subject to an independent review by a Portfolio Manager with no personal interest in the issuer.
The Advisor deems that investment by certain qualified Access Persons in the Advisor’s private equity funds-of-funds results directly from their qualification as knowledgeable employees of the Advisor. As such, prior approval by the Chief Compliance Officer was not required for those investments. If the Advisor manages Private Placement investments in the future, the Advisor’s senior management shall determine those Access Persons who are qualified for investment, which shall meet the requirement for prior approval under this Code and the Advisers Act and the Investment Company Act.
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6. Short-Term Trading. No Investment Personnel may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within sixty calendar days. This restriction shall not apply to Exempt Securities, Broad-Based Index exchange-traded funds, or Broad-Based Index derivatives. In addition, individual exceptions may be permitted by the Chief Compliance Officer when it is deemed that short-term profit-taking by Investment Personnel would not create a conflict with the interests of any Advisory Account or the Beacon Funds. Any trades made in violation of this prohibition should be reversed, or if that is not feasible, all profits resulting from the trading should be disgorged to a charitable organization designated by an executive officer of the Advisor; provided, however, that an executive officer of the Advisor may waive disgorgement of profits if it is determined that trading in violation of this prohibition was inadvertent and did not otherwise result in a conflict with an Advisory Account or the Beacon Funds.
7. Frequent Trading. No Access Person may engage in trading activity in the Beacon Funds considered by the Advisor to be excessive. Each Access Person shall be limited by each Beacon Fund’s applicable frequent trading and market timing policy as disclosed in the current Prospectus. This prohibition includes employee-directed exchanges executed in the Advisor’s 401(k) plan but excludes trades pursuant to an Automatic Investment Plan and trades in the money market series of the Beacon Funds.
8. Seven Day Blackout. No Portfolio Manager may purchase or sell a Security (or a derivative thereof) within seven calendar days of his/her purchase or sale of the same (or equivalent) Security on behalf of an Advisory Account or Beacon Fund managed by that Portfolio Manager. This restriction shall not apply to Exempt Securities, Broad-Based Index exchange-traded funds, or Broad-Based Index derivatives.
9. Portfolio Securities. No Portfolio Manager may purchase or sell a Security if, as of the time of the proposed transaction, the Advisory Accounts and Beacon Funds under his/her direct management own more than five percent (5%) in the aggregate of the Security’s market capitalization. Exceptions to the foregoing limitation may be granted by the Chief Compliance Officer if it is determined that the trade would not create an actual or apparent conflict of interest with the Advisory Accounts or Beacon Funds.
10. Insider Information, Market Manipulation and Other Prohibited Transactions. All Access Persons and Trustees are subject to compliance with the Statement of Policy on Material Non-Public Information adopted jointly by the Advisor and the Beacon Funds.
Regardless of whether pre-clearance is granted under Section D.2., Access Persons may not enter into any personal securities transaction, and Investment Personnel may not enter a transaction on behalf of an Advisory Account or a Beacon Fund:
a. while in possession of material nonpublic information regarding the security or issuer of the security;
b. intended to raise, lower or maintain the price of any security to create a false appearance of active trading; or
c. based upon a conflict of interest rather than the best interests of Advisory Accounts or the Beacon Funds.
D. Procedures Related to Personal Securities Transactions by Access Persons
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1. New Accounts. Prior to opening a new account in which an Access Person will have Beneficial Ownership over Securities, Beacon Funds or Affiliated Funds, the Access Person must confirm whether the financial institution provides an electronic feed to the Advisor. The List of Brokers with Electronic Feed is available on the compliance reporting system. If the financial institution is listed, then the Access Person should inform Compliance of the account number for it to be added to the electronic feed. If the financial institution is not listed, the Access Person must consult with Compliance to determine if an electronic feed can be established prior to opening the account.3 If Compliance is unable to establish an electronic feed, then the Access Person must request approval to open the account from the Chief Compliance Officer, who may grant an exemption from the electronic feed requirement.4 For any exempt accounts, Access Persons are required to attach a copy of the account statements to the quarterly report provided under Section D.3.b. Statements are not required to be submitted for accounts that solely contain transactions in Exempt Securities (e.g., open-end funds other than the Beacon Funds and Affiliated Funds).
In addition, Associated Persons must receive approval in writing from the Affiliated Underwriter before opening any personal trading accounts. Associated Persons should follow the New Account Approval Instructions in the compliance reporting system to request pre-approval. The Advisor’s Compliance Department shall report to the Affiliated Underwriter any new accounts reported by Associated Persons on their holdings and transaction reports that were not pre-approved.
2. Pre-clearance. An Access Person may purchase or sell a Security in which he/she has, or through such transaction acquires, direct or indirect Beneficial Ownership of that Security, only if he/she obtains clearance prior to the transaction. Requests for pre-clearance shall be made through the Advisor’s compliance reporting system. However, the Chief Compliance Officer may determine to accept requests by an alternate method when the Access Person is not able to access the system. Upon receipt of pre-clearance, an Access Person may engage in a transaction otherwise prohibited by Section C.1.
Unless the Access Person has received approval to enter a transaction on a good-until-canceled basis, the Access Person shall execute the transaction by the end of the business day following the date of approval. If the Access Person is not able to execute the transaction by the end of the next business day, he/she must submit a new request for pre-clearance.
Pre-clearance approvals should be based upon a determination by the Chief Compliance Officer (in consultation with such other persons as may be necessary) that the purchase or sale will not materially affect the liquidity of the market for the Security or its price and will not present an apparent or actual conflict with a purchase or sale of the same or a similar Security on behalf of an Advisory Account or a Beacon Fund. The Advisor may automatically approve pre-clearance requests when the requested trade does not exceed a de minimis threshold or when the trade is otherwise not deemed to present potential harm to an Advisory Account or Beacon Fund.
3 Please note that it may require a matter of days for Compliance to reach that determination with the financial institution.
4 Accounts that were properly reported in the Advisor’s compliance reporting system prior to January 1, 2017 and for which the financial institution is not able or willing to provide an electronic feed to the Advisor are exempt.
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The following list sets forth transactions that do not require pre-clearance with the applicable reporting requirements (see Section D.3. for more information on the reporting requirements):
Transaction | Pre-Clearance Required? | Transaction Reporting? | Holdings Reporting? |
Purchases or sales of Securities and Beacon Funds pursuant to an Automatic Investment Plan | No | No | Yes |
Involuntary corporate actions on a Security (e.g., stock split, spinoff) | No | No | Yes |
Voluntary corporate actions on a Security (e.g., tender offer) | No | Yes | Yes |
Grants of rights / options on any Security | No | Yes | Yes |
Acquisitions of Securities through the exercise of rights issued by an issuer proportionately to all holders of a class of its Securities if such rights were acquired from the issuer, as well as sales of such rights so acquired (does not apply to secondary market trading of rights) | No | Yes | Yes |
Transactions in a Beacon Fund or Affiliated Fund, whether conducted directly with the fund, in a brokerage account or in a 401(k) plan | No | Yes5 | Yes |
Gifts of Securities (whether given or received) | No | Yes | Yes |
Transactions in Exempt Securities | No | No | No |
Transactions in exchange-traded funds regardless of the underlying instrument(s)6 | No | Yes | Yes |
Entering or exiting Broad-Based Index derivatives | No | Yes | Yes |
Direct purchases or sales of currency including virtual currency | No | No | No |
Entering or exiting futures contracts on currency or virtual currency | No | No | No |
Other transactions that provide indirect exposure to currency or virtual currency (i.e., through derivatives or capital-raising ventures) | Consult the Compliance Department | Consult the Compliance Department | Consult the Compliance Department |
In addition to the above-listed transactions, Access Persons may not be subject to the pre-clearance requirement in the following circumstances:
a. The Access Person (or the owner of an account deemed to be beneficially owned by the Access Person) does not directly control the timing of the transaction. To the extent the Access Person has advance knowledge of the transaction, he/she should confirm with the Advisor’s Compliance Department whether the pre-clearance and/or reporting requirements apply.
b. The Access Person has no direct or indirect influence or control over the account in which the transaction takes place, and the Chief Compliance Officer
5 Transactions in a Beacon Fund or Affiliated Fund through an Automatic Investment Plan do not require quarterly transaction reporting, but shares acquired through an Automatic Investment Plan must be included in the annual holdings reports.
6 Please note that certain exchange-traded instruments may appear to be funds, but they are not. For example, exchange-traded notes are not funds and are thus required to be pre-cleared. In addition, the Grayscale Bitcoin Investment Trust (GBTC) is not an exchange-traded fund and must be pre-cleared.
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has granted an exemption from the pre-clearance requirement to such account. To qualify for the exemption, the Access Person must seek approval from the Advisor’s Compliance Department and execute an initial and thereafter, annual certification, through the Advisor’s compliance reporting system. Reporting of the account and the transactions is still required under Section D.3.
3. Reporting by Access Persons. Every Access Person shall report in the Advisor’s compliance reporting system the information described below with respect to holdings and transactions in any Security, Beacon Fund or Affiliated Fund in which such Access Person has, or by reason of such transaction acquires, direct or indirect Beneficial Ownership in the Security, Beacon Fund or Affiliated Fund.
Exempt Securities are exempt from all three reporting requirements. See the table in Section D.2. for transactions that are exempt from the pre-clearance requirement but that require reporting.
a. Initial Account and Holdings Report. Every report shall be made no later than ten (10) days after a person becomes an Access Person and shall contain the following information:
1.) the title, type, ticker symbol or CUSIP (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Security, Beacon Fund and Affiliated Fund in which the Access Person had any direct or indirect Beneficial Ownership (which must be current as of a date no more than forty-five (45) days prior to the date the person became an Access Person);
2.) the account number (if available), name of the broker, dealer or bank with whom the Access Person maintained an account in which any Securities, Beacon Funds or Affiliated Funds were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
3.) the date that the report is submitted by the Access Person.
b. Quarterly Transaction Report. Every report shall be made no later than thirty (30) days after the end of the calendar quarter and shall contain the following information:
1.) the date of the transaction, the title, the number of shares (for equity securities), the principal amount (for debt securities), and interest rate, maturity date and ticker symbol or CUSIP (if applicable) of each Security, Beacon Fund or Affiliated Fund involved;
2.) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
3.) the price at which the transaction was effected;
4.) the name of the broker, dealer or bank with or through which the transaction was effected;
5.) | the date that the report is submitted by the Access Person; |
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6.) for any account opened during the quarter in which any security was held for the direct or indirect benefit of the Access Person, include the name of the broker, dealer or bank with whom the account was established and the date of establishment;7 And
7.) for any account approved for an exemption from the electronic feed requirement, attach a copy of the account statements covering the quarter.
c. Annual Holdings Report. Every report shall be made annually containing the following information as of December 31 and shall be submitted within forty-five (45) calendar days after December 31:
1.) the title, type, ticker symbol or CUSIP (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Security, Beacon Fund and Affiliated Fund in which the Access Person had any direct or indirect Beneficial Ownership;
2.) the name of the broker, dealer or bank with whom the Access Person maintains an account in which any security is held for the direct or indirect benefit of the Access Person; and
3.) the date that the report is submitted by the Access Person.
All reports shall be made through the Advisor’s compliance reporting system. If electronic files containing the required information are transmitted to the compliance reporting system by an Access Person’s broker, the Access Person must confirm the information in the system within the deadlines set forth above.
4. Notification of Reporting Obligation. The initial holdings and quarterly and annual reports are necessary to comply with the requirements of the Advisers Act and the Investment Company Act and the rules thereunder. All Access Persons under a duty to file initial, quarterly and annual reports with the Chief Compliance Officer shall be informed of that duty. Once informed of their duty to file quarterly and annual reports, an Access Person has a continuing obligation to file such reports in a timely manner until such time as notified otherwise. Information supplied in the reports is available for inspection by the Securities and Exchange Commission at any time during the five-year period following the end of the fiscal year in which each report is made. In addition, the reports may be inspected by the Financial Industry Regulatory Authority in connection with its oversight of the Affiliated Underwriter.
5. Disclaimer of Beneficial Ownership. Any report pursuant to this Section D. shall not be construed as an admission by the person making the report that he/she has any direct or indirect Beneficial Ownership in the Security, Beacon Fund or Affiliated Fund to which the report relates.
E. Procedures Related to Personal Securities Transactions by Trustees
7 Please note that the SEC requires that you report any brokerage or bank account in which any securities are held, whether they are Exempt Securities or not. For example, the following accounts should be reported: a bank account holding a CD, a health savings account that invests in mutual funds , and a brokerage account holding mutual funds. Although Access Persons are required to list the accounts on the report, they are not required to report the transactions or holdings in the Exempt Securities.
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1. Reporting by Trustees. A Trustee must report a transaction if such Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Trustee, should have known that, during the fifteen (15) day period immediately before or after the date of the transaction by the Trustee, such Security was being purchased or sold by the Beacon Funds or such Security was under consideration for purchase or sale by the Advisor, or any of its other investment advisers, on behalf of the Beacon Funds. The Compliance Department will request these reports on a quarterly basis.
2. Disclaimer of Beneficial Ownership. Any report pursuant to this Section E. shall not be construed as an admission by the Trustee making the report that he/she has any direct or indirect Beneficial Ownership in the Security or Beacon Fund to which the report relates.
F. Other Potential Conflicts of Interest
1. Gifts.
a. Provision of Gifts. The Advisor may provide gifts to parties that do business, or propose to do business, with or on behalf of the Advisor or the Beacon Funds. Access Persons may not personally pay for gifts to such parties, unless the Chief Compliance Officer determines that a gift is in connection with a personal relationship or intended to recognize a personal event (e.g., wedding, birth of a child, etc.). Gifts approved by the appropriate supervisor and paid for by the Advisor shall not be deemed to have been provided by the Access Person arranging such gift.
b. Gifts of Cash. Access Persons are prohibited from giving or receiving cash or cash equivalents to or from any party that does business, or proposes to do business, with or on behalf of the Advisor or the Beacon Funds. A cash equivalent is any instrument readily convertible to cash, including a stored balance debit/credit card. However, a gift certificate or stored balance card convertible only to purchases from a particular store or seller shall not be deemed to be a cash equivalent.
c. Receipt of Gifts. An annual limit of $100 applies to any gifts that an Access Person receives from a party that does business, or proposes to do business, with or on behalf of the Advisor or the Beacon Funds. The $100 limit may be met with one gift or multiple gifts that total $100 from a party in a calendar year.
Gifts in connection with a personal relationship or that are intended to recognize a personal event (e.g., wedding, birth of a child, etc.) shall not count towards the annual dollar limit. A gift of food, flowers, or other consumable item that an Access Person receives from a party that does business, or proposes to do business, with or on behalf of the Advisor or the Beacon Funds shall not count towards any Access Person’s annual dollar limit as long as the gift is shared with other employees of the Advisor. A promotional item that displays the donor firm’s logo and that the Access Person receiving such item reasonably believes to be valued at less than $100 shall not count towards the annual dollar limit. Exceptions to the $100 limit may be granted by an executive officer of the Advisor (in consultation with the Chief Compliance Officer).
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Notwithstanding the annual $100 limit on gifts received by Access Persons, no Portfolio Manager may receive a gift from a broker-dealer with which the Portfolio Manager has executed transactions for an Advisory Account or Beacon Fund within the 12-month period prior to the gift, unless the Portfolio Manager receives approval from the Chief Compliance Officer.
d. Reporting of Gifts. Upon receipt of any gift that is subject to the annual dollar limit, the Access Person receiving such gift shall provide to the Compliance Department a description of the gift and from whom it was received. The Compliance Department will maintain a log of gifts by recipient and donor.
A promotional item that displays the donor firm’s logo and that an Access Person receiving such item reasonably believes to be valued more than $100 should be reported to the Compliance Department. The Chief Compliance Officer shall consider any potential conflict of interest resulting from acceptance of such gift.
The Advisor shall maintain a log of gifts provided, including a description of the item, its cost, and the name and association of each recipient. Gifts to government officials, public pension plan employees, and persons affiliated with a union or labor organization may be restricted, and as such, the Compliance Department should be consulted when such gifts are contemplated.
e. Refusal of Gifts. Any gift that exceeds the $100 annual limit for gifts received from a particular donor must be shared with other employees of the Advisor, returned to the donor, or the amount above $100 offset through reimbursement to the donor or through the Access Person’s contribution of such amount to a charitable organization approved by an executive officer of the Advisor.
2. Entertainment.
a. Provision of Entertainment. Access Persons with pre-approval from their manager may provide reasonable business entertainment (e.g., meals, attendance at cultural or sporting events, rounds of golf, etc.). Access Persons may not provide business–related entertainment at their own expense. Entertainment of government officials, public pension plan employees, and persons affiliated with a union or labor organization may be restricted, and as such, the Compliance Department should be consulted when such entertainment is contemplated.
Business entertainment provided by an Access Person will be considered a gift, and therefore subject to the gift policies described in section F.1. of the Code, if an Access Person is not present at the event.
b. Receipt of Entertainment. Access Persons with pre-approval from their manager are allowed to participate in business entertainment provided by any party that does business, or proposes to do business, with or on behalf of the Advisor or the Beacon Funds. In determining whether to approve receipt of entertainment, management should evaluate whether the extravagance or frequency of the entertainment poses a potential conflict of interest for the Access Person or the Advisor.
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Business entertainment received by an Access Person will be considered a gift, and therefore subject to the gift policies described in section F.1. of the Code, if the party or a representative of the party providing the entertainment is not present at the event.
Those Access Persons with authority to hire vendors for the Advisor or the Beacon Funds are not allowed to accept entertainment from current or potential vendors, unless a representative of the vendor will be in attendance at the entertainment event.
c. Reporting of Entertainment. Access Persons are required to accurately report the provision of business entertainment in the Advisor’s expense reporting system. Any business entertainment provided for government officials, public pension plan employees, and persons affiliated with a union or labor organization must be reported to the Compliance Department.
Any entertainment received by a Portfolio Manager from a broker-dealer with which the Portfolio Manager has executed transactions for an Advisory Account or Beacon Fund within the 12-month period prior to entertainment must be reported promptly to the Compliance Department. The Compliance Department will monitor any gifts or entertainment received from such broker-dealers as compared to brokerage transactions to identify any apparent influence over broker selection.
3. | Political Contributions and Activities. |
a. Prohibitions. Access Persons are prohibited from, directly or indirectly, making political contributions with the intent of influencing a government official or political candidate who is or will be in a position to influence the Advisor’s selection as an investment adviser to government entity clients. This would include contributions to political action committees or political parties, if the Access Person is aware of the committee’s or party’s intent to distribute monies to certain officials or candidates who are or will be in a position to influence the Advisor’s selection. Coordinating or soliciting contributions from others (for example, fund-raising activities) on behalf of a candidate who is or will be in a position to influence the Advisor’s selection is also prohibited.
Volunteering personal time to a candidate or government official would not be considered a contribution.
Access Persons in executive and client-facing roles should be particularly conscious of the potential for their political contributions and activities to be perceived as attempts to acquire or maintain government clients for the Advisor. If it is determined that a political contribution or activity by an Access Person in an executive or client-facing role was intended to influence the Advisor’s selection or retention of a government client, the Advisor may be required to forego advisory fees on the affected Advisory Account for a two-year period following the contribution or activity.
b. Pre-clearance of Political Contributions and Activities. Every Access Person is permitted to make political contributions up to $150 per election without prior approval by the Advisor. Access Persons wishing to make a contribution of $150 or greater or who wish to participate in any political fund-raising activity must seek pre-clearance through the Advisor’s compliance reporting system.
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However, the Chief Compliance Officer may determine to accept requests by an alternate method when the Access Person is not able to access the system.
Pre-clearance approvals should be based upon consideration of the following factors: the Access Person’s eligibility to vote for the candidate, the amount of the contribution or anticipated fund-raising, whether the candidate has or will have influence over the Advisor’s management of current or prospective Advisory Accounts, and the Access Person’s position with the Advisor.
c. Reporting of Political Contributions and Activities. Every Access Person shall provide a quarterly report of his or her political contributions and fund-raising activities, including those that were pre-cleared, through the Advisor’s compliance reporting system. Each Access Person will be asked to certify that he or she did not attempt to influence any third party to make a contribution nor did he/she make a contribution with the intent of influencing the Advisor’s selection as an investment adviser to government entity clients.
In addition, certain Access Persons will be notified of their obligation to report any contributions or fund-raising activities by members of their household, based upon the Advisor’s determination that those Access Persons have a direct economic incentive to influence the Advisor’s selection as an investment adviser to government entity clients. All such reports shall be made through the Advisor’s compliance reporting system.
4. Service as a Director. Investment Personnel are prohibited from serving on a board of directors of a publicly traded company unless prior authorization has been granted by the Chief Executive Officer of the Advisor or the President of the Beacon Funds, as applicable, based upon a determination that the board service would not be inconsistent with the interests of the Advisor or its Advisory Accounts or the Beacon Funds or their shareholders. The Chief Executive Officer’s service on any board of a publicly traded company must be approved by the Advisor’s board of directors, and the Beacon Funds’ President’s service on such a board must be approved by the Beacon Funds’ Board of Trustees. The Beacon Funds’ Board of Trustees will be notified if any Investment Personnel are permitted to serve as directors.
G. Violations and Sanctions
1. Review for Violations. Periodically, the Chief Compliance Officer shall compare the reported personal securities transactions of Access Persons with completed portfolio transactions of the Advisory Accounts and the Beacon Funds to determine whether a violation of this Code may have occurred. Before making any determination that a violation has or may have been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material. If the Chief Compliance Officer determines that a violation of this Code has or may have occurred, he/she shall submit information deemed appropriate, including any explanatory material provided by the potential violator, to an executive officer of the Advisor. The executive officer (in consultation with the Chief Compliance Officer and legal counsel if deemed necessary) shall make the determination of whether a violation has occurred. With respect to the Chief Compliance Officer’s personal trading activity, the Advisor’s Vice President of Legal and Compliance shall perform the duties of the Chief Compliance Officer, as described in the Code.
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No person shall participate in a determination of whether he or she has committed a violation of the Code or the imposition of any sanction as a result of such violation.
No less than annually, the Advisor and the Affiliated Underwriter must furnish to the Beacon Funds’ Board a written report that:
a. describes any issues arising under the Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and
b. certifies that the Advisor and Affiliated Underwriter have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
No less than annually, the Chief Compliance Officer shall furnish an appropriate principal of the Affiliated Underwriter with a report of any violations of the Code identified for the Affiliated Underwriter’s officers, directors, employees and registered representatives.
2. Reporting of Violations. Any Access Person or Trustee who becomes aware of a violation of this Code is required to promptly notify the Chief Compliance Officer of the relevant details of such violation.
3. Sanctions. Upon determining that there has been a violation of this Code, an executive officer (in consultation with the Chief Compliance Officer and legal counsel if deemed necessary) may determine such sanctions as deemed appropriate including, among others, a letter of censure, or suspension or termination of the employment of the violator. If an Access Person realizes a profit from a transaction deemed to violate the Code, the Advisor may require disgorgement, which will typically be accomplished by donating the profit to a charitable organization approved by an executive officer of the Advisor.
H. Delivery and Certification of the Code
1. Delivery of Code to Access Persons and Trustees. The Advisor’s Compliance Department shall deliver a current copy of the Code to each Access Person and Trustee when each such person is deemed to become an Access Person or Trustee. In addition, the Compliance Department will deliver a copy of the Code to each Access Person and Trustee on an annual basis and upon amendment of the Code. Pursuant to Rule 17j-1 under the Investment Company Act, the Beacon Funds’ Board of Trustees must approve any material change to the Code no later than six months after adoption of the material change.
2. Certification of Compliance with Code. Within ten (10) days of becoming an Access Person or Trustee, each Access Person and Trustee is required to certify that he/she i) has received, read and understood the Code and ii) agrees to abide by the policies and procedures set forth in the Code. Each Access Person and Trustee shall also certify annually that he/she has i) disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code and ii) notified the Chief Compliance Officer of any violation of which the Access Person or Trustee has become aware. Subsequent to delivery of any Code amendments, Access Persons shall certify that they i) have received, read and understood the Code amendment and ii) agree to abide by the policies and procedures set forth in the Code, as amended.
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Exhibit 99.(p)(23)
Code of Ethics
Effective August 2012, as amended January 2018
This Code of Ethics (“Code”) is adopted in compliance with the requirements of U.S. securities laws applicable to registered investment advisers. Registered investment advisers are required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940, as amended (“1940 Act”) (where applicable), to adopt a code of ethics which, among other things, sets forth the standards of business conduct required of their supervised persons and requires those supervised persons to comply with the federal securities laws. This Code has been adopted to prevent prohibited conduct as set forth below.
Standards of Business Conduct
Sound Point seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our clients is something we value and endeavor to protect. To further that goal, we have adopted this Code and implemented policies and procedures to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties owed to our clients.
We are fiduciaries and as such, we have affirmative duties of care, honesty, loyalty and good faith to act in the best interests of our clients. Our clients’ interests are paramount and come before our personal interests. Our Access Persons and Supervised Persons, as those terms are defined in this Code, are also expected to behave as fiduciaries with respect to our clients. This means that each must render disinterested advice, protect client assets (including nonpublic information about a client or a client account) and act always in the best interest of our clients. We must also strive to identify and avoid conflicts of interest, however such conflicts may arise.
Access Persons of Sound Point must not:
• | employ any device, scheme or artifice to defraud a client; |
• | make to a client any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
• | engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client; |
• | engage in any manipulative practice with respect to a client; |
• | use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a client; or |
• | conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to clients as a fiduciary. |
To ensure compliance with these restrictions and the Federal Securities Laws, as defined in this Code, we have adopted, and agreed to be governed by, the provisions of this Code. However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law,” but also with the spirit of the law, this Code, and Sound Point’s Investment Adviser Policies and Procedures Manual.
Should you have any doubt as to whether this Code applies to you, you should contact Wendy Ruberti, the Chief Compliance Officer of Sound Point (“CCO”).
1. Definitions
As used in the Code, the following terms have the following meanings:
Access Persons include (i) all Supervised Person of Sound Point and their immediate family, except Jim Carey, who is subject to oversight by Stone Point and has no access to Sound Point’s portfolio.
Beneficial Ownership generally means having a direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). However, transactions or holdings reports required by Section 5 of this Code may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security or securities to which the report relates. An Access Person is deemed to have Beneficial Ownership over the accounts of any member sharing the same household and any other relationship that the CCO determines could lead to conflicts of interest.
Federal Securities Laws means: (i) the Securities Act of 1933, as amended (“Securities Act”); (ii) Exchange Act; (iii) the Sarbanes-Oxley Act of 2002; (iv) the Investment Company Act of 1940, (v) the Advisers Act; (vi) title V of the Gramm-Leach-Bliley Act; (vii) any rules adopted by the SEC under the foregoing statutes; (viii) the Bank Secrecy Act, as it applies to funds and investment advisers; and (ix) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.
Initial Public Offering (“IPO”) means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Exchange Act Sections 13 or 15(d).
Limited Offering means an offering that is exempt from registration under Securities Act Sections 4(2) or 4(6), or pursuant to Securities Act Rules 504, 505 or 506. Limited Offerings include, without limitation, offerings of securities issued by the private funds advised by Sound Point.
Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.
Reportable Security means any security as defined in Advisers Act Section 202(a)(18) and Investment Company Act Section 2(a)(36) except (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by 40 Act open-end funds that are not advised or sub-advised by Sound Point; (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds; (vi) U.S. 529 Plans and (vii) Securities or funds acquired through an automatic investment plan which itself has been approved by the CCO.
Security Held by a Client means any Reportable Security which is currently held by a client. This definition also includes any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.
2. Pre-Approval Requirements for Access Persons
2.1. IPO and Limited Offering Restrictions. Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval in writing from the CCO. Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a client and whether the investment opportunity is being offered to the person because of his or her position with Sound Point.
2.2. Reportable Securities. Access Persons may not engage in a transaction in any Reportable Securities absent prior approval in writing from the CCO. Transactions in Reportable Securities, including private placements, shall be pre-cleared in MyComplianceOffice.com (“My Compliance Office”). Shares of exchange-traded funds, 40 Act closed-end funds not advised or sub-advised by Sound Point, government and municipal authority securities other than obligations of the U.S. Government; securities acquired through dividend reinvestment, securities acquired through corporate actions and cryptocurrencies are exempt from the pre-approval requirement. However, derivatives of such
securities, i.e. ETF options, are not exempt from the pre-approval requirement. In considering an Access Person’s request to engage in a transaction involving a Reportable Security, the CCO shall consider whether the transaction involves a security on the Restricted List or is a Security Held by a Client, in which case the approval shall not be granted, and whether the transaction is otherwise consistent with the Code. Pre-Approval shall be valid for the date of such approval and the next trading day (commonly known as “T+1”). If execution is not completed by T+1, the approval will be stale and a new pre-approval must be obtained.
2.3. Transactions in Securities Held by a Client. Access Persons may not engage in a transaction in any security held by a Client. Shares of exchange-traded funds and closed-end funds not advised or sub-advised by Sound Point are exempt from this requirement.
2.4. Transactions in Securities of Restricted List issuers. Access Persons may not engage in a transaction in any public security of any issuer on Sound Point’s Restricted List.
2.5. | 30 Day Holding Period. Absent the prior written consent of the CCO, no Access Person may sell a Reportable Security within 30 calendar days of acquiring the Reportable Security. Access persons may not enter into an option contract that expires within 30 days. |
2.6. Prohibition on Self Pre-clearance or Approval. No Access Person shall pre-clear his own trades, review his own reports or approve his own exemptions from this Code. When such actions are to be undertaken with respect to the CCO, the CFO will perform such actions as are required of the CCO by this Code.
3. Additional Requirements
3.1. Fair Treatment. Access Persons must avoid taking any action which would favor one client or group of clients over another, in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance manuals designed to detect, prevent or mitigate such conflicts.
4. Required Reports
4.1. | Registration of accounts. All Access Persons will be given a user name and password in My Compliance Office, the firm’s electronic trading system. |
4.2. Initial and Annual Holdings Reports. Each Access Person must submit to the CCO or MyComplianceOffice a report: (i) not later than ten (10) days after becoming an Access Person, reflecting the Access Person’s Reportable Securities as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, as of a date not more than 45 days prior to the date the report was submitted. Holdings reports must contain the following information:
(a) | the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership; |
(b) | the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit. (Note that even those accounts which hold only non-Reportable Securities, must be included); and |
(c) | the date the Access Person submits the report. |
4.3. | Quarterly Transaction Reports. Within 30 days after the end of each calendar quarter, each Access Person must submit a report to the CCO covering all transactions in Reportable Securities during the preceding calendar quarter other than those exempt from the reporting requirements, to the extent such document is not uploaded to MyComplianceOffice. |
4.4. Quarterly Transaction Reports must contain the following information:
(a) | the date of the transaction, the title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved; |
(b) | the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
(c) | the price of the security at which the transaction was effected; |
(d) | the name of the broker, dealer or bank with or through which the transaction was effected; and |
(e) | the date the Access Person submits the report. |
4.5. | Matching of Reports. Reports submitted pursuant to this Section 4 shall be matched (i) to prior pre-approval submissions to confirm Access Persons are correctly requesting necessary pre-approvals and (ii) to Initial Holdings Reports to ensure all Reportable Securities are being disclosed. |
4.6. Duplicate Statements and Confirms. In order to satisfy the reporting requirements of this Section 4, each Access Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, must upload his/her brokerage statements into My Compliance Office on a monthly or quarterly basis if an electronic feed is unavailable for their account.
4.7. New Accounts.
Each Access Person must upload Statements to report discretionary accounts in My Compliance Office within 10 days of their
employment or opening the account. Annual holdings reports should be uploaded into My Compliance Office to the extent it is not
automatically uploaded.
5. Exceptions to Trading/Reporting Requirements.
The requirements of Section 2 and Section 4 apply to all transactions in Reportable Securities other than:
(a) | transactions with respect to securities held in accounts over which the Access Person has no direct or indirect influence or control; and |
(b) | transactions with respect to accounts that do not have the ability to trade Reportable Securities (such as a 401(k) plan that only allows for mutual fund trading). |
Access Persons who represent that their accounts fit under the exception set out in section (a) will be required to attest on a quarterly basis that the subject account still qualifies.
6. Code Notification and Access Person Certifications
The CCO shall provide notice to all Access Persons of their status under this Code, and shall deliver a copy of the Code to each Access Person annually. Additionally, each Access Person will be provided a copy of any
significant Code amendments upon such amendment. After reading the Code or amendment, each Supervised Person shall make the initial certification contained in My Compliance Office. Annual certifications are due within ten (10) days after the end of each calendar year. Certifications with respect to amendments to the Code must be returned to the CCO within a reasonably prompt time. Both of these certificates are also available on My Compliance Office and will be generated by Compliance as required. To the extent that any Code-related training sessions or seminars are held, the CCO shall keep records of such sessions and the Access Persons attending.
7. Review of Required Code Reports
7.1. Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis.
7.2. Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or potential violation and determine the nature and severity of the violation. All violations will be handled on a case-by-case basis in a manner deemed appropriate by the CCO. In each case of a violation, the CCO must determine what actions, if any, are required to cure the violation and prevent future violations.
7.3. The CCO will keep a written record of all investigations in connection with any Code violations, including any action taken as a result of the violation.
7.4. Sanctions for violations of the Code may include: verbal or written warnings and censures, monetary sanctions, disgorgement, suspension or dismissal.
8. Recordkeeping and Review
Sound Point will maintain records (which shall be available for examination by the SEC staff) in accordance with Sound Point’s Policy Regarding Recordkeeping, and specifically shall maintain:
(i) | a copy of this Code of Ethics and any other preceding code of ethics that, at any time within the past 5 years, has been in effect in an easily accessible place; |
(ii) | a record of any Code of Ethics violation and of any sanctions imposed for a period of not less than 5 years following the end of the fiscal year in which the violation occurred, the first 2 years in an easily accessible place; |
(iii) | a copy of each report made by an Access Person under this Code of Ethics for a period of not less than 5 years from the end of the fiscal year in which it is made, the first 2 years in an easily accessible place; |
(iv) | a record of all persons who are, or within the past 5 years have been, required to submit reports under this Code of Ethics, or who are or were responsible for reviewing these reports for a period of at least 5 years after the end of the fiscal year in which the report was submitted, the first 2 years in an easily accessible place; and |
(v) | a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Access Person of Securities acquired in an Initial Public Offering or Limited Offering, for a period of at least 5 years after the end of the fiscal year in which the approval is granted, the first 2 years in an easily accessible place. |
To the extent appropriate and permissible, the CCO may choose to keep such records electronically.
The CCO shall review this Code and its operation annually and may determine to make amendments to the Code as a result of that review. Annually, the CCO will, where required:
• | create a written report that describes any material violations that arose under the Code since the last annual report, remedial steps taken, and sanctions imposed; |
• | certify that Sound Point has adopted procedures reasonably necessary to prevent violations of the Code; and |
• | present this report and certification to Sound Point’s senior management and to the Board of Trustees/Directors of all registered investment companies advised by Sound Point. |
9. Reporting Violations
Any Access Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or to the CCO’s designee. To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported. Access Persons may make these reports anonymously and no adverse action shall be taken against an Access Person making such a report in good faith.
10. Waivers.
The CCO may grant waivers of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers.
11. Confidentiality
All reports of securities transactions and other information filed pursuant to this Code of Ethics shall be treated as confidential to the extent permitted by law.
12. Gifts, rebates, contributions or other payments
Sound Point will take reasonable steps to ensure that neither it nor its Supervised Persons offer or give, or solicit or accept, in the course of business, any inducements which may lead to conflicts of interest between Sound Point and its Clients. Supervised Persons generally may not solicit gifts or gratuities nor give inducements, except in accordance with this Code of Ethics. The term “inducements” means gifts, entertainment and similar benefits which are offered to or given by Supervised Persons. Gifts of nominal value or those that are customary in the industry such as meals or entertainment may be appropriate. Any cash gift or any form of a loan by a Supervised Person to a Client or by a Client to a Supervised Person is not allowed. A relaxation of, or exemption from, these procedures may only be granted by the CCO.
The CCO will have authority to pre-approve gifts and entertainment in accordance with the provisions of the Code of Ethics and will be responsible for maintaining the required books and records with respect to gifts and entertainment, including the gift log. The following specific policies and procedures apply to Supervised Persons: (i) Supervised Persons must seek compliance pre-approval for any inducement/ gift or entertainment with a value greater than $200, given or received in connection with that person’s employment or association with Sound Point ; and (ii) Supervised Persons are prohibited from giving to, or accepting from, any person or entity that does business with Sound Point or its Clients, any gift or entertainment with a value greater than $200 unless such Supervised Person has first obtained pre-approval from the CCO. Analysts, Traders, Portfolio Managers must pre-approve any gift or entertainment, regardless of value, received from the sell side.
Additionally, any Access Person that is registered with a FINRA organization shall be subject to the stricter FINRA guidelines relating to gifts, as set forth in FINRA Rule 3220.
13. Outside Employment or Other Activities
Sound Point Supervised Persons are generally prohibited from being employed or compensated by any other entity, serving on the board of directors of any publicly traded companies, and similar conduct except with the prior authorization of the CCO. Any employment or other outside activity by a Supervised Person may result in possible
conflicts of interests for the Supervised Person or for Sound Point and therefore must be reviewed and approved by the CCO. Outside activities, which must be reviewed and approved, include the following:
(1) | being employed or compensated by any other entity; |
(2) | engaging in any other business including part-time, evening or weekend employment; or |
(3) | serving as an officer, director, partner, etc., in any other entity (including on the investment committee or in a similar role or a charitable organization). |
Written approval for any of the above activities is to be obtained by a Supervised Person before undertaking any such activity so that a determination may be made that the activities do not interfere with any of the Supervised Person’s responsibilities at Sound Point and any conflicts of interests which may be created by such activities may be addressed. An Supervised Person seeking approval shall provide the following information to the CCO: (1) the name and address of the outside business organization; (2) a description of the business of the organization; (3) compensation, if any, to be received; (4) a description of the activities to be performed; and (5) the amount of time per month that will be spent on the outside activity. Because Sound Point encourages Supervised Person involvement in charitable, nonpublic organization, civic and trade association activities, these outside activities will generally be approved unless a clear conflict of interest exists. Supervised Persons must update annually any requests for approval of an outside activity.
Clients governed by the Investment Company Act of 1940 may place additional restrictions on outside business activities and the CCO shall ensure that Supervised Persons adhere to such restrictions.
Records of requests for approval along with the reasons such requests were granted or denied are maintained by the CCO.
Enforcement of this Code of Ethics
CCO’s Duties and Responsibilities
The CCO shall be primarily responsible for administering and enforcing the provisions of this Code of Ethics. The CCO shall:
(i) | supervise, implement and enforce the terms of this Code of Ethics; |
(ii) | (a) provide each Access Person with a current copy of this Code of Ethics and any amendments thereto, (b) notify each person who becomes an Access Person of the reporting requirements and other obligations under this Code of Ethics at the time such person becomes an Access Person, and (c) require each Access Person to provide a signed Certificate of Compliance for the Code of Ethics and Insider Trading Policy; |
(iii) | maintain a list of all Securities which Sound Point recommends, holds, or is purchasing or selling, or intends to recommend purchase or sell on behalf of its Clients; |
(iv) | determine whether any particular Personal Securities Transactions should be exempted pursuant to the provisions this Code of Ethics; |
(v) | maintain files of statements and other information to be reviewed for the purpose of monitoring compliance with this Code of Ethics, which information shall be kept confidential by Sound Point, except as required to enforce this Code of Ethics, or to participate in any investigation concerning violations of applicable law; |
(vi) | review all Holdings Reports required to be provided by each Access Person pursuant to this Code of Ethics: (a) for each new Access Person, to determine if any conflict of interest or other violation of this Code of Ethics results from such person becoming an Access Person; and (b) for all Access Persons, to determine whether a violation of this Code of Ethics has occurred; |
(vii) | review on a quarterly basis all Securities reported on the Quarterly Transaction Reports required to be provided by each Access Person pursuant to this Code of Ethics for such calendar quarter to determine whether a Code of Ethics violation may have occurred; |
(viii) | review any other statements, records and reports required by this Code of Ethics; and |
(ix) | review on a periodic basis and update as necessary, this Code of Ethics. |
Violations of this Code of Ethics
If the CCO determines that a violation of this Code of Ethics has occurred, the CCO shall prepare a record of explanatory material regarding such violation and shall immediately take remedial or corrective action. The CCO shall monitor his own Securities holdings and transactions in accordance with the reporting requirements set forth in this Policy.
If the CCO finds that a Supervised Person has violated this Code of Ethics, the CCO will impose upon such Supervised Person sanctions that the CCO deems appropriate in view of the facts and circumstances. Sanctions with respect to any Supervised Person (other than a principal) may include written warning, suspension or termination of employment, a letter of censure and/or restitution of an amount equal to the difference between the price paid or received by the offending Supervised Person. In addition, Sound Point reserves the right to require the offending Supervised Person to reverse, cancel or freeze, at the Supervised Person’s expense, any transaction or position in a specific Security if Sound Point believes the transaction or position violates this Code of Ethics and/or Sound Point’s general fiduciary duty to its Clients, or otherwise appears improper.
All violations of this Code of Ethics must be immediately reported to the CCO.
Exhibit 99.(p)(25)
APPENDIX E
ARK ETF TRUST
ARK INVESTMENT MANAGEMENT LLC
JOINT CODE OF ETHICS
I. | Introduction |
The Board of Trustees (“Board”) of ARK ETF Trust (“Trust”) and ARK Investment Management LLC (“Adviser”), in accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended (“1940 Act”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), have approved and adopted this Joint Code of Ethics (“Code”) and have determined that this Code is reasonably designed to prevent Access Persons, as defined herein, from engaging in conduct prohibited by Rule 17j-1 and Rule 204A-1. This Code also sets forth the general fiduciary principles to which all Access Persons are subject and establishes reporting requirements for Access Persons. Certain capitalized terms used in this Code and not defined in the text herein are defined in Exhibit A.
A. | About the Trust and the Adviser |
The Trust is an investment company registered under the 1940 Act that consists of multiple series, each an exchange-traded fund, which are hereinafter referred to as the “Funds.” Additional series of the Trust may be registered in the future; references herein to “a Fund” include the Funds and any such additional series. The Adviser is the investment adviser for the Funds. Foreside Fund Services, LLC (“Distributor”) serves as the distributor of shares of the Funds on an agency basis. In adopting this Code, the Board took into consideration all of these facts.
B. | Who is Covered by the Code |
This Code applies to all Employees (as defined below) and Access Persons of the Trust and the Adviser. Every officer, employee or consultant of the Fund’s investment adviser is an “Employee” and the following persons are “Access Persons”:
1. | Any Advisory Person14 of a Fund and a Fund’s investment adviser. |
2. | Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities (as defined under Rule 17j-1) by a Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities. |
14 | The term “Advisory Person” is defined in Rule 17j-1 as (i) any director, officer, general partner or employee of the Funds or investment adviser (or of any company in a control (as defined under Rule 17j-1) relationship to the Funds or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Funds or investment adviser who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of Covered Securities by the Funds. |
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APPENDIX E
3. | Any of the Adviser’s “supervised persons”15 (A) who has access to nonpublic information regarding any of an Advisory Client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of a Fund; or (B) who is involved in making securities recommendations to Advisory Clients, or who has access to such recommendations that are nonpublic. |
II. | Statement of General Fiduciary Principles and Standards of Business Conduct OF THE ADVISER’S EMPLOYEES AND ACCESS PERSONS |
The Adviser requires that its Employee and Access Persons conduct their personal investment activities in accordance with the following general fiduciary principles:
• | the duty at all times to place the interests of Advisory Clients (as defined in Exhibit A) and each Fund’s shareholders first; |
• | the requirement that all personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and |
• | the fundamental standard that Adviser personnel should not take inappropriate advantage of their positions. |
In view of the foregoing, the Adviser has determined to adopt this Code to specify a code of conduct for certain types of personal securities transactions which might involve conflicts of interest or an appearance of impropriety and to establish reporting requirements and enforcement procedures.
Pursuant to Section 206 of the Advisers Act and Rule 17j-1, Employees and Access Persons are prohibited from engaging in fraudulent, deceptive or manipulative conduct. The Adviser and its Employees and Access Persons have a duty of utmost good faith to act solely in the best interest of Advisory Clients. The Adviser and its Access Persons are subject to the following specific fiduciary obligations when dealing with Advisory Clients:
• | to have a reasonable, independent basis for the investment advice provided; |
• | to seek to achieve best execution for an Advisory Client’s transactions; |
• | to ensure that investment advice is suitable; and |
• | to be loyal to Advisory Clients. |
15 | A “supervised person” of the Adviser means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. |
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APPENDIX E
All Employees and Access Persons of the Adviser are required to comply with all applicable federal securities laws at all times.
III. | Restrictions on Personal Investing Activities OF ALL EMPLOYEES AND ACCESS PERSONS |
A. | General Policy |
No Employee or Access Person shall, in connection with the direct or indirect purchase or sale of a Security “held or to be acquired”16 by a Fund:
• | employ any device, scheme or artifice to defraud a Fund; |
• | make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they are made, not misleading; |
• | engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon a Fund; or |
• | engage in any manipulative practice with respect to a Fund. |
B. | Pre-Clearance of Investments in IPOs or Limited Offerings |
No Employee or Access Person may directly or indirectly acquire Beneficial Ownership in any Securities in an initial public offering (“IPO”) or Limited Offering without obtaining, in advance of the transaction, clearance from the either the Corporate Counsel (“CC”) or the Chief Compliance Officer or his designee (“CCO”).17
In order to obtain pre-clearance, each Employee must complete and submit to the the CCO or compliance personnel a Personal Trade Request Form (“PTR”) which is included as Exhibit B. Compliance must review each PTR and record the decision regarding the request. The general standards for granting or denying pre-clearance are discussed below, although the CCO retains authority to grant pre-clearance in exceptional circumstances for good cause. If pre- clearance is obtained, the approval is valid for the day on which it is granted. The CC or the CCO may revoke a pre-clearance any time after it is granted and before the transaction is executed.
Pre-clearance typically will not be granted to purchase or sell any IPO or Limited Offering of an issuer (i) if such Security is included in an Advisory Client’s portfolio, on a day when the Security is “being considered for purchase or sale” for the Advisory Client; (ii) if such
16 | With respect to a Fund, a security “held or to be acquired” means (i) any Covered Security (as defined under Rule 17j-1(a)(4)) which, within the most recent 15 days: (A) is or has been held by a Fund; or (B) is being or has been considered by a Fund or its investment adviser for purchase by a Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security that is described in (i)(A) or (i)(B). |
17 | References in this Code of Ethics to the CC or the CCO refer to the CC or the CCO of the Adviser, unless otherwise noted. |
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APPENDIX E
Security is not included in an Advisory Client’s portfolio but notice has been given that such Security will be added to an Advisory Client’s portfolio, until such time as the Adviser completes such transactions for the applicable Advisory Client’s portfolio; or (iii) when the CC or the CCO has been advised by the Adviser that the same Security is being considered for purchase or sale for an Advisory Client’s portfolio.
C. | Restrictions on Personal Securities Transactions of Access Persons Other than Independent Trustees and Distributor Access Persons |
1. | Pre-clearance |
No Employee or Access Person may buy or sell Securities, other than Exempt Securities, for any account in which he or she has any direct or indirect Beneficial Ownership, unless such person obtains, in advance of the transaction, clearance for that transaction from the CCO18. (The CCO is the person responsible for reviewing and granting pre-clearance requests under the Code.) The general standards for granting or denying pre-clearance are discussed below, although the CCO retains authority to grant pre-clearance in exceptional circumstances for good cause.
In order to obtain pre-clearance, an Employee must complete and submit to the CC or the CCO a PTR. If the transaction is approved, that approval is valid for the day on which it is granted. The CCO may revoke a pre-clearance any time after it is granted and before the transaction is executed.
Pre-clearance typically will not be granted to purchase or sell any Security of an issuer (i) if such Security is included in an Advisory Client’s portfolio, on a day when the Security is being considered for purchase or sale by the Advisory Client; (ii) if such Security is not included in an Advisory Client’s portfolio but notice has been given that such Security will be added to an Advisory Client’s portfolio, until such time as the Adviser completes such transactions for the applicable Advisory Client’s portfolio on the day of the PTR; or (iii) when the CCO has been advised by the Adviser that the same Security is being considered for purchase or sale for an Advisory Client on the day of the PTR. In determining whether to approve a PTR, the CCO will consider, for example, whether the Employee or Access Person knew, or should have known, that the security was being considered for purchase or sale by the Advisor for an Advisory Client on the day of the PTR or that, as a result of a transaction, the Employee or Access Person would hold or sell more than 5% of the outstanding securities of the issuer in question.
2. | Cryptocurrency transactions |
Bitcoin transactions must be pre-cleared when conducted during the United States’ capital market hours of 9:30am to 4:00 pm, Monday through Friday, eastern-standard time (“Market Hours”). If an employee trades Bitcoin outside of Market Hours, he/she must still submit to the CCO a completed PTR to reflect and record the transaction, and he/she must report all such
18 | The CC and the CCO may not pre-clear their own personal trades. Any pre-clearance required under this Code shall be performed by someone other than the person requesting pre-clearance for a personal transaction. |
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APPENDIX E
transactions in their Initial and Annual Holdings Reports and Quarterly Transaction Reports. Additionally, all other cryptocurrency transactions must be reported in the Quarterly Transaction Reports. No Grayscale Bitcoin Trust (“GBTC”) transactions can be conducted on the same day ARK advisory clients have transacted in the same cryptocurrency. The CCO, after receipt of the PTR, may deny the PTR for the reasons mentioned above in section III.C.1 of the Code, and may require the employee to reverse the GBTC transaction if an ARK advisory client has transacted in the same investment vehicle as the employee on the same day, even if such employee transaction was conducted after Market Hours.
3. | Prohibition on Short-Term Trading |
Employees and Access Persons may not purchase and sell, or sell and purchase, within any period of 30 calendar days, a Security, other than an Exempt Security. If any such transactions occur, the Employee or Access Person must disgorge any profits from the transactions for donation by the Adviser to charity. In determining the 30 calendar day holding period, the “last-in, first-out” methodology will be applied.
4. | Prohibition on Short Sales and Similar Transactions |
Employees and Access Persons may not purchase a put option or sell a call option, sell short or otherwise take a short position, either directly or through any Beneficial Ownership, in any Security, unless such transaction is pre-cleared and approved by the CC or CCO.
D. | Restrictions on Personal Securities Transactions by Access Persons who are Independent Trustees of the Trust |
The Trust recognizes that Independent Trustees do not have on-going, day-to-day involvement with the operations of the Trust and are not involved in decisions regarding Funds’ portfolio transactions. In addition, it is the practice of the Trust to give information about Securities purchased or sold by a Fund, or considered for purchase and sale by a Fund, to the Independent Trustees in materials circulated at least 15 days after such Securities are purchased or sold by a Fund or are considered for purchase or sale by a Fund.
Nonetheless, the Funds are fully transparent actively managed exchange-traded funds (“ETFs”) and are required to publicly disseminate19 each day their portfolio holdings. The required daily publication of portfolio holdings of fully transparent ETFs is not treated by regulators as providing the Independent Trustees with confidential or inside information about the Funds’ holdings. Accordingly, the Trust believes that less stringent controls are appropriate for Independent Trustees. Therefore, the Securities pre-clearance requirement contained in paragraph III.C.l above and the short-term trading and short sale restrictions in paragraphs
19 | The Funds publicly disseminate their daily portfolio holdings by publishing a full list of holdings and weights on the Funds’ website. In addition, the funds disclose intra-day trading in real-time, once a position is completed for the Funds, by posting intra-day trade activity on the Fund’s website to the public, with a sign- up available to receive e-mail alerts of posted changes. |
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APPENDIX E
III.C.2 and III.C.3 above shall not apply to an Independent Trustee.
IV. | Reporting Requirements and Procedures |
In order to provide the Trust and the Adviser with information to enable them to determine with reasonable assurance whether the provisions of this Code are being observed by all Employees and Access Persons, the following reporting requirements regarding personal securities transactions apply. The Adviser has designated the CC or the CCO as the person responsible for receiving from and reviewing the reports of the Adviser’s Access Persons as detailed in this paragraph IV.20 The Adviser’s CC or CCO will also be responsible for receiving and reviewing such reports from the Trust’s Employees and Access Persons.
A. | Reporting Requirements for Employees and Access Persons |
1. | Initial and Annual Holdings Reports: Within ten (10) days after a person becomes an Employee or an Access Person, and annually thereafter, such person shall submit to the CC or the CCO a completed Initial/Annual Holdings Report substantially in the form attached hereto as Exhibit C. Each holdings report must contain, at a minimum, (a) the title and type of Security, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security (other than an Exempt Security) in which the person has any direct or indirect Beneficial Ownership; (b) the name of any broker, dealer or bank with whom the person maintains an account in which any securities are held for the person’s direct or indirect benefit; and (c) the date the person submits the report. The Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an Employee and the Annual Holdings Report shall be submitted no later than January 31 and must be current as of a date no more than 45 days prior to the date the report is submitted. |
2. | Quarterly Report: On a quarterly basis, each Employee or Access Person shall submit reports substantially in the form attached hereto as Exhibit D to the CC or the CCO, showing all transactions in Securities (other than Exempt Securities) in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, as well as all accounts established with brokers, dealers or banks during the quarter in which any securities were held for the direct or indirect beneficial interest of the person. Such reports shall be filed no later than 30 days after the end of each calendar quarter. The Quarterly Report must include the date on which such report was submitted to the CC or the CCO. An Employee need not make a Quarterly Report under this paragraph if all of the information required by this paragraph is contained in the brokerage confirmations or account statements required to be submitted under III.D above. |
20 | The CC and the CC may not review their own personal reports. Any review required under this Code shall be performed by someone other than the person submitting the report. |
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APPENDIX E
3. | Brokerage Confirmations and Statements: Each Employee or Access Person shall direct his or her broker to supply to the CC or the CCO, on a timely basis, duplicate copies of confirmations of all Securities transactions, other than for Exempt Securities, in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, and copies of periodic statements for all securities accounts. |
B. Exception to Reporting Requirements for Employees and Access Persons - Securities Held in Accounts Over Which an Employee or Access Person Has No Direct Influence or Control
The CC or CCO may, in his or her sole discretion, grant a waiver of the requirement to submit the reports set forth in Section IV.A. above for any account over which an Employee or Access Person does not have direct or indirect influence or control.
Prior to granting such a waiver, the CC or CCO shall determine whether an Employee or Access Person has direct or indirect influence or control over the account. In making such determination, the CC or CCO shall:
1. | provide the Employee or Access Person with a clear definition of “no direct or indirect influence or control”; and |
2. | obtain information about the relationship between the trustee or discretionary third-party manager of the account and the Employee or Access Person (i.e., whether the trustee or third-party manager is an independent professional versus a friend or relative, and whether the trustee or third-party manager is employed by firm that was unaffiliated or affiliated with the Adviser). |
With respect to any account for which a waiver is granted pursuant to this Section IV.B., the CC or CCO shall:
1. | obtain periodic certifications by the Employee or Access Person and the trustee or discretionary third-party manager of the account regarding the Employee’s or Access Person’s influence or control over the account; and |
2. | on a sample basis, request reports on holdings and/or transactions made in the account to identify transactions that would have been prohibited pursuant to this Code, absent reliance on the waiver granted pursuant to this Section IV.B. |
In addition, the CC or CCO, in his or her sole discretion, may require specific certifications from the Employee or Access Person, such as the following:
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APPENDIX E
1. | that the Employee or Access Person did not suggest that the trustee or discretionary third-party manager make any particular purchases or sales of securities for the account during a specified time period; |
2. | that the Employee or Access Person did not direct the trustee or discretionary third-party manager to make any particular purchases or sales of securities for the account during a specified time period; and/or |
3. | that the Employee or Access Person did not consult with the trustee or discretionary third-party manager as to the particular allocation of investments to be made in the account during a specified time period. |
C. | Reporting Requirements for Independent Trustees |
An Independent Trustee need not make an initial or annual holdings report described in paragraph IV.A.1 above and shall only be required to submit the quarterly report required under paragraph IV.A.2 for a transaction in a Security (other than an Exempt Security) where he or she knew (or should have known) at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a director, should have known at the time of the transaction that subsequent to the most recent publication of a Fund’s portfolio holdings and prior to the next publication of a Fund’s portfolio holdings, such Security is or was purchased or sold or was being considered for purchase or sale by a Fund (i.e., the Independent Trustee was in receipt of non-public and confidential information of the Adviser). For this purpose, daily publication of portfolio holdings by the Funds will not be deemed to be “knowledge” by the Independent Trustees of the holdings of the Funds.
V. | Administration of the Code |
A. | CCO’s Duties and Responsibilities |
1. | The CCO shall promptly provide all Employees and Access Persons with a copy of the Code. In addition, all Employees and Access Persons must complete the Acknowledgment included as Exhibit E within ten (10) days of becoming subject to this Code and must submit an Acknowledgment to the CCO by January 31 each year thereafter. |
2. | The CCO shall identify all Employees and Access Persons and inform them of their reporting obligations promptly. |
3. | The CCO will, on a quarterly basis, compare all reported personal securities transactions with each Fund’s completed portfolio transactions during the quarter to determine whether a Code violation may have occurred. The CCO may request additional information or take any other appropriate measure that he or she decides is necessary to aid in this determination. |
4. | If the CCO finds that a Code violation occurred, the CCO must report the violation to the Board. |
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APPENDIX E
B. | The Board’s Duties and Responsibilities |
1. | The Board, including a majority of the Independent Trustees, must approve this Code before retaining the Adviser’s services; |
2. | The Board must approve all material changes to this Code no later than six |
(6) months after adoption of the material change; and
C. | The Adviser’s Duties and Responsibilities |
At least annually, the Adviser shall furnish to the Board, and the Board shall consider, a written report that describes any issues arising under this Code since the previous report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and certifies that the Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code.
VI. | Recordkeeping |
The CCO will maintain records as set forth below. These records will be maintained in accordance with Rule 17j-1 under the 1940 Act and Rule 204 under the Advisers Act and the following requirements. They will be available for examination by representatives of the Securities and Exchange Commission (“SEC”) and other regulatory agencies.
A. | A copy of this Code and any other code adopted by the Adviser or the Trust which is, or at any time within the past five (5) years has been, in effect will be preserved in an easily accessible place. |
B. | A record of any Code violation and of any action taken as a result of the violation will be preserved in an easily accessible place for a period of at least five (5) years following the end of the fiscal year in which the violation occurred. |
C. | A copy of each report submitted by an Employee or Access Person under this Code will be preserved for a period of at least five (5) years from the end of the fiscal year in which the report is made or the information is provided, for the first two years in an easily accessible place. |
D. | A record of all persons, currently or within the past five (5) years, who are or were required to submit reports under this Code, and a list of those who are or were responsible for reviewing these reports, will be maintained in an easily accessible place. |
E. | A copy of each annual issues report and accompanying certification, as required by this Code, must be maintained for at least five (5) years from the end of the fiscal year in which it is made, for the first two (2) years in any easily accessible place. |
F. | A record of any decision, and the reasons supporting the decision, to approve the acquisition by an Employee or Access person of any Securities in an IPO or Limited Offering, for at least five (5) years from the end of the fiscal year in which the approval is granted. |
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APPENDIX E
VII. | Miscellaneous |
A. | Confidentiality |
The Adviser and the Trust will endeavor to maintain the confidentiality of all PTRs and any other information filed pursuant to this Code. Such reports and related information, however, may be produced to the SEC and other regulatory agencies.
B. | The “should have known” standard |
For purposes of this Code, the “should have known” standard does not:
• | imply a duty of inquiry; |
• | presume that the individual should have deduced or extrapolated from discussions or memoranda dealing with a Fund’s investment strategies; or |
• | impute knowledge from the individual’s awareness of a Fund’s portfolio holdings (including the daily publication of the portfolio holdings of the Funds), market considerations, benchmark index, or investment policies, objectives and restrictions. |
Adopted: June 30, 2014
Amended: December 9, 2014
Amended: February 16, 2016
Amended: June 12, 2017
Amended: January 26, 2018
Amended: January 25, 2019
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APPENDIX E
EXHIBIT A
GLOSSARY
Advisory Client: Any client (including the Trust and any other investment companies, private funds or managed accounts) for which the Adviser serves as an investment adviser or sub-adviser, renders investment advice or makes investment decisions.
Beneficial Owner: Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in any class of equity securities. Pecuniary interest in any class of equity securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities. “Indirect” pecuniary interest includes: (A) securities held by members of a person’s immediately family sharing the same household; (B) a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership; (C) certain performance-related fees; (D) a person’s right to dividends that is separated or separable from the underlying securities;
(E) a person’s interest in securities held by a trust; and (F) a person’s right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.
Exempt Securities: Those Securities listed as exempt on Exhibit F.
Family/Household: The term “immediate family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. Immediate family shall also include any other relationship (whether or not recognized by law) that the CC or CCO determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.
Limited Offering: An offering that is exempt from registration under the Securities Act of 1933, as amended (“1933 Act”), pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.
Security: A “security” as defined under Section 3(a)(10) of the Securities Exchange act of 1934, as amended, Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, or Section 2(a)(36) of the Investment Company Act of 1940, as amended. Examples include, but are not limited to, any note, stock, treasury stock, security future, financial futures contract or option thereon, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any “security” (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange related to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right
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APPENDIX E
to subscribe to or purchase any of the foregoing. “Security” shall include any warrant for, option in, or “security” or other instrument immediately convertible into or whose value is derived from that “security” and any instrument or right which is equivalent to that “security.” The definition of “Security” applies regardless of the registration status or domicile of registration of said Security (i.e., the term Security includes both private placements and publicly-traded securities as well as domestic and foreign securities). For the purposes of this Code, the term “Security” includes all forms of “cryptocurrencies.” Broadly interpreted, “cryptocurrency” means a virtual or digital currency (e.g., Bitcoin) in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds, operating independently of a central bank.
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APPENDIX E
EXHIBIT B
PERSONAL TRADE REQUEST FORM
ARK ETF Trust
ARK Investment Management LLC
Request for Permission to Engage in Personal Transaction
I hereby request permission to effect a transaction in the security as indicated below for my own account or other account in which I have a beneficial interest or legal title.
The approval will be effective only for a transaction completed prior to the close of business on the business day of the approval. Any transaction, or portion thereof, not so completed will require a new approval.
Note: A separate form must be used for each security transaction.
I am familiar with and agree to abide by the requirements set forth in the Code of Ethics. I am also aware that I may not purchase and sell, or sell and purchase a Security, other than an Exempt Security, within any period of thirty (30) days.
Name of Security/Symbol | CUSIP Number |
A. | PURCHASE |
Number of Shares or | Unit Price | Total Price | |
Principal Amount |
Name of Security/Symbol | CUSIP Number |
B. | SALE |
Number of Shares or | Unit Price | Total Price | Date Acquired | Unit Price at |
Principal Amount | Acquisition |
☐ | Check box if the security is offered through a private placement / Limited Offering |
☐ | Check box if the security is offered in an Initial Public Offering (IPO) |
☐ | Check box if the security being bought or sold represents more than 5% of the outstanding securities of the issuer |
If either box is checked, Chief Compliance Officer must initial indicating approval, which may be withheld in the sole discretion thereof
Initials of Chief Compliance Officer |
Date | Signature of Employee |
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APPENDIX E
PERMISSION: | Granted | Date | Signature of Compliance Officer |
Denied |
IMPORTANT REMINDER: PLEASE ADVISE YOUR BROKER TO SUPPLY DUPLICATE STATEMENTS ON ALL TRANSACTIONS TO: ARK INVESTMENT
MANAGEMENT LLC, ATTN: Corporate Counsel or Chief Compliance Officer, 3 East 28th Street, Seventh Floor, New York, New York 10016.
WE WOULD PREFER IF STATEMENTS AND CONFIRMATIONS BE SENT VIA SECURE EMAIL TO:
arkinvestcompliance@ark-invest.com
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APPENDIX E
EXHIBIT C
ARK ETF Trust and ARK Investment Management
LLC
Initial and Annual Securities Holding Report
as of , 20
This report is submitted by (print name and position).
As of the date appearing above, I certify the following are each and every Security (with the exception of Exempt Securities) in which I have a direct or indirect “Beneficial Ownership” interest. For purposes of this report, the term Beneficial Ownership generally means, ownership of securities or securities accounts by or for the benefit of a person, or such person’s “immediate family” sharing the same household, including any account in which the employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or exercises a power of attorney.
1 The term “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in- law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and also includes adoptive relationships.
NAME OF SECURITY | TYPE OF SECURITY | TICKER SYMBOL OR CUSIP NO. | NO. OF SHARES |
PRINCIPAL AMOUNT (IF APPLICABLE) |
BROKER- DEALER/BANK |
NATURE OF INTEREST (DIRECT, OWNERSHIP, SPOUSE, CONTROL, ETC.) |
1 | The complete definition of the term “Beneficial Owner” is contained in Appendix A to the Code of Ethics. If you have any question as to whether an interest constitutes “Beneficial Ownership,” consult with the Corporate Counsel or Chief Compliance Officer (“CCO”) of ARK Investment Management LLC. |
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APPENDIX E
I certify the following are accounts which hold any securities in which I had a direct or indirect Beneficial Ownership as of the date appearing above:
NAME OF BROKER, DEALER OR BANK WITH WHICH ACCOUNT IS HELD AND ACCOUNT NUMBER |
DATE ACCOUNT ESTABLISHED |
NATURE OF INTEREST (DIRECT, OWNERSHIP, SPOUSE, CONTROL, ETC.) |
I also consent to the release of certain personal information (name, home address, social security number and spouse’s first initial) by ARK Investment Management LLC (“Adviser”) to [SERVICE PROVIDER], who will provide Adviser with a report of all known brokerage accounts held by me or my spouse, if applicable. This personal information will be held by [SERVICE PROVIDER] for a period of seven years after which time it will be purged. During this time, [SERVICE PROVIDER] agrees that all personal information shall be held in strict confidence and shall not be revealed to any person, corporation or entity (third parties) without prior written consent of Adviser and the employee. Notwithstanding the foregoing, I understand however that [SERVICE PROVIDER] is authorized to disclose to its other customers, should they inquire, that I am currently (or have been) employed in some capacity in the securities related/financial services industry without identifying Adviser (or any affiliates) as the employer. Such disclosure would generally take place if I opened a securities account with a [SERVICE PROVIDER] client. These steps are being taken by Adviser in its commitment to ensure compliance with federal securities laws.
Signature: | Date Report Submitted: | |
Received By:
Title:
Date: |
Reviewed By:
Title:
Date: |
Comments: |
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APPENDIX E
EXHIBIT D
ARK ETF Trust and ARK Investment Management LLC
Quarterly Transaction Report
as of , 20
☐ 1st Quarter ☐ 2nd Quarter ☐ 3rd Quarter ☐ 4th Quarter
This report is submitted by (print name and position).
☐ I hereby certify that I had no security transactions that are required to be reported under the ARK ETF Trust and ARK Investment Management LLC Code of Ethics for the above-indicated quarter. | |
Signature | |
☐ I hereby certify that the following is a complete list of all security transactions that are required to be reported under the ARK ETF Trust and ARK Investment Management LLC Code of Ethics for the above- indicated quarter. | |
Signature |
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APPENDIX E
Date | Trans. Type1 | Security2 | # of Shares | Principal Amount | Price | Broker-Dealer | Comments |
During the quarter indicated above, I opened the following brokerage accounts:
Brokerage Firm/Address | Name of Broker | Account Number | Date Account Established |
1 | Indicate the nature of the transaction as a “BUY”, “SELL” or “OTHER”. If the transaction is “OTHER”, please explain under “Comments”. | |
2 | Include the interest rate and maturity date or exercise date, where applicable. |
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APPENDIX E
EXHIBIT E
ARK ETF Trust and ARK Investment Management LLC
Code of Ethics Acknowledgment
This form must be completed by each Employee of the Adviser within 10 days of becoming an Employee or Access Person and promptly following the redistribution of the Code or any Amendment thereto.
I hereby acknowledge receipt of the ARK ETF Trust and ARK Investment Management LLC Code of Ethics, which includes the personal securities transactions policy (“Code”), and the policy statement on insider trading and any amendments thereto.
I hereby certify that I: (i) recently have read/re-read the Code (including any amendments thereto);
(ii) understand the Code; and (iii) recognize that I am subject to its provisions. I also hereby certify that I have complied with and will continue to comply with the requirements of the Code and that I have disclosed or reported all personal securities transactions and accounts required to be disclosed or reported pursuant to the Code.
Name:
(Please print or type clearly)
Signature:
Date:
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APPENDIX E
EXHIBIT F
Exempt Securities
Type of Security | Exempt from Initial and Annual Holdings Reports and Quarterly Transaction Reports* | Exempt from Pre-Clearance Requirement* |
Direct Obligations of the Government of the United States | Yes | Yes |
Bankers’ Acceptances | Yes | Yes |
Bank Certificates of Deposit | Yes | Yes |
Commercial Paper | Yes | Yes |
High Quality Short-Term Debt Instruments | Yes | Yes |
Repurchase Agreements | Yes | Yes |
All other types of fixed income and debt securities | No | Yes** |
Shares Issued by Open-End Investment Companies (not including any other fund advised or sub-advised by ARK Investment Management LLC) | Yes | Yes |
Shares Issued by Money Market Funds | Yes | Yes |
Exchange Traded Funds and Exchange Traded Notes (not including any other fund advised or sub-advised by ARK Investment Management LLC) | No | Yes** |
Purchases of an Exchange Traded Fund advised by ARK Investment Management LLC in any amount (sales of an ETF advised by ARK must be pre-cleared) | No | Yes |
Qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code of 1986 (not including 529 Plans for which the Adviser or a control affiliate manages, distributes, markets or underwrites the Plan or the investment and strategies underlying the Plan that is a college savings plan) | Yes | Yes |
* For purposes of determining whether a particular security is an Exempt Security, if you believe such security may be exempt but it is not listed in the chart in this Exhibit F, you must consult with the Corporate Counsel (“CC”) or Chief Compliance Officer (“CCO”) of ARK Investment Management LLC who will determine whether the security in question is an Exempt Security.
**Although transactions in and holdings of all types of fixed income and debt securities and all exchange-traded funds and exchange-traded notes must be reported, because the Adviser does not invest in such securities, the Adviser will not ask Employees and Access Persons to pre-clear personal transactions in such securities.
Exhibit 99.(p)(26)
ALPHA QUANT ADVISORS, LLC
CODE OF ETHICS
Dated: August 30, 2019
A. Definitions When used in this Code, the following terms shall have the meanings set forth below:
"Access Person" means any Supervised Person, who is provided with access to nonpublic information regarding the Advisor’s securities recommendations, client purchase and sale activity or client portfolio holdings or who is involved in making securities recommendations. The Chief Compliance Officer may determine that a contract worker is an Access Person depending on the nature of his or her work.
“Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.
“Advisor” means Alpha Quant Advisors, LLC.
"Advisory Account" means any account with respect to which the Advisor provides discretionary investment advisory services pursuant to a contract including any sub-advised registered investment companies. For avoidance of doubt, clients for which the Advisor provides model portfolio recommendations on a non-discretionary basis are not Advisory Accounts for purposes of the Code.
“Affiliated Funds" means each registered fund that is managed by an investment adviser that is under common control with the Advisor and each registered fund for which the Affiliated Underwriter is the principal underwriter. A list of Affiliated Funds is available on the Advisor’s compliance reporting system.
“Affiliated Underwriter” means Resolute Investment Distributors, Inc.
“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) of Securities, Funds or Affiliated Funds are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan and systematic payroll contributions to (or distributions from) a retirement plan account.
"Beneficial Ownership" shall be interpreted in a manner consistent with Rule 16a-1(a)(2) under the Exchange Act. In general, this provision specifies that, to have Beneficial Ownership, a person must have the opportunity to profit directly or indirectly from a transaction in securities. Thus, an Access Person may be deemed to have Beneficial Ownership over securities held in accounts registered in the name of members of his or her immediate family sharing the same household (i.e. a spouse, children and other relatives), or by certain partnerships, trusts, corporations or other arrangements. For example, Access Persons would likely be deemed to have Beneficial Ownership of securities held in the following accounts: spousal retirement plan accounts (e.g., 401(k) and 403(b) plan accounts), accounts registered to a trust for which the Access Person serves as trustee, and accounts registered to a partnership for which the Access Person or the Access Person’s spouse serves as general partner.
"Chief Compliance Officer" means person designated as being responsible for receiving reports or notices and performing such other duties as required by the Code, as well as his or her designee.
1 |
“Code” means this Code of Ethics.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exempt Security” means (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares of open-end investment companies with the exception of exchange-traded funds, the Funds and the Affiliated Funds, which are subject to various provisions of the Code as noted herein. In addition, as may be determined by the Chief Compliance Officer, a futures transaction and an option on certain broad-based securities indices will be deemed an “Exempt Security.”
"Funds" means any registered investment company(ies) managed by the Advisor.
“Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.
“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.
“Quantitative Model” refers to any of the proprietary, quantitative investment models used by the Advisor to manage its active or index strategies.
"Portfolio Manager" means an employee of the Advisor with responsibility and authority to make investment decisions directly affecting an Advisory Account including authority to make changes to the Advisor’s Quantitative Model.
“Private Placement” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Section 4(a)(6) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act.
"Purchase or sale of a security" includes, among other transactions, the writing of an option to purchase or sell a non-Exempt Security.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
"Security" means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
“Supervised Person” means any director, officer or employee who is subject to the supervision and control of the Advisor. In addition to the Advisor’s employees, those employees of the Advisor’s affiliates that provide services to the Advisor may be deemed Supervised Persons. The Chief Compliance Officer may deem other persons who provide investment advice on behalf of the Advisor to be Supervised Persons.
2 |
Supervised Persons should contact the Chief Compliance Officer regarding any questions they have concerning or interpreting any of the above definitions.
B. Statement of General Principles
All Supervised Persons owe a fiduciary duty to place the interests of the Advisory Accounts above their own. This includes the responsibility to conduct their personal securities transactions in a manner that does not interfere with portfolio transactions on behalf of Advisory Accounts. Access Persons must execute their personal securities transactions in accordance with the policies and restrictions set forth in this Code. Doubtful situations should be resolved in favor of the Advisory Account, as applicable.
Supervised Persons should not take unfair advantage of their relationship to the Advisor. This would include solicitation of gifts or special treatment from parties that do business, or propose to do business, with or on behalf of the Advisor.
Technical compliance with the Code's procedures will not automatically exempt from scrutiny any Supervised Person’s actions that may indicate a perceived abuse of fiduciary duties. All Supervised Persons are required to comply with all applicable federal securities laws.
C. Restrictions on Personal Securities Transactions
1. Purchases and Sales of a Security. No Access Person shall purchase or sell, directly or indirectly:
a. any Security that, to his or her actual knowledge at the time of such purchase or sale, is being purchased or sold by an Advisory Account;
b. any Security that, to his or her actual knowledge at the time of such purchase or sale, the Quantitative Model has recommended for addition to an Advisory Account or for rebalance within an Advisory Account; or
c. any convertible security, option, warrant or any security of a different class of any issuer whose underlying or other class of securities are, to his or her actual knowledge at the time of such purchase or sale, being actively considered or are currently being purchased or sold by an Advisory Account.
These prohibitions shall apply whether the transactions for an Access Person and an Advisory Account are in the same direction (e.g., an Access Person and an Advisory Account are both purchasing a Security) or the opposite direction (e.g., an Access Person is purchasing and an Advisory Account is selling the same Security). These prohibitions apply until the day after the day on which the Advisor determines not to enter into or completes the purchase or sale.
2. Exceptions. The prohibitions of Section C.1. above shall not apply to:
a. purchases or sales of Securities over which the Access Person has no direct or indirect influence, control or prior knowledge;
3 |
b. purchases or sales of Securities pursuant to an Automatic Investment Plan;
c. purchases or sales of Securities for which the Access Person receives approval pursuant to the Pre-Clearance procedures in Section D.1.;
d. purchases of Securities effected upon the exercise of rights issued by an issuer proportionately to all holders of a class of its Securities (or certain other corporate actions as approved by the Chief Compliance Officer) to the extent such rights were acquired from that issuer, as well as sales of such rights so acquired;
e. purchases or sales of a Fund.
3. Undue Influence. No Access Person who owns a particular Security shall attempt to cause an Advisory Account to purchase, sell or hold the same Security in a manner calculated to create a personal benefit to the Access Person. An Access Person who participates in an investment decision on behalf of an Advisory Account concerning a particular Security, that could create a material benefit to the Access Person, should disclose to those persons with authority to make investment decisions, or to the Chief Compliance Officer, the nature of his/her interest in that Security.
4. Initial Public Offerings. No Portfolio Manager may acquire any Securities in an Initial Public Offering. Any other Access Person seeking to acquire a Security in an Initial Public Offering must seek pre-clearance under Section D.1.
5. Private Placements. Prior clearance from the Chief Compliance Officer is required for any acquisition by an Access Person of Securities in a Private Placement. Approval should take into account whether the investment opportunity should be reserved for Advisory Accounts, and whether the opportunity is being offered to the individual by virtue of his or her position with the Advisor. Portfolio Managers who have been authorized to acquire securities in a Private Placement are required to disclose these investments when they play a part in the Advisor's subsequent consideration of an investment in the issuer on behalf of an Advisory Account. In such circumstances, the decision to make the investment should be subject to an independent review by a Portfolio Manager or an executive officer with no personal interest in the issuer.
6. Short-Term Trading. No Access Person may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within thirty calendar days. No Portfolio Manager may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Securities within sixty calendar days. The holding period is measured on a first in, first out basis.
This restriction shall not apply to Exempt Securities, Funds, Affiliated Funds, exchange-traded funds, or broad-based index derivatives. In addition, individual exceptions may be permitted by the Chief Compliance Officer when it is deemed that short-term profit-taking by an Access Person would not create a conflict with the interests of any Advisory Account.
Any trades made in violation of this prohibition should be reversed, or if that is not feasible, all profits resulting from the trading should be disgorged to a charitable organization designated by an executive officer of the Advisor; provided, however, that an executive officer of the Advisor may waive disgorgement of profits if it is determined that trading in violation of this prohibition was inadvertent and did not otherwise result in a conflict with an Advisory Account.
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7. Excessive Trading. Each Supervised Person that invests in a Fund shall comply with the Fund’s applicable excessive trading policy as disclosed in the current Prospectus. This prohibition includes employee-directed exchanges executed in the Advisor's 401(k) plan but excludes trades pursuant to an Automatic Investment Plan.
8. Blackout Period. No Access Person may purchase or sell a Security (or a derivative thereof) that is in the Advisor’s investable universe within the last fifteen (15) days of each calendar quarter and the following five (5) business days after the end of the quarter. Exceptions to the foregoing limitation may be granted by the Chief Compliance Officer if it is determined that the trade would not create an actual or apparent conflict of interest with the Advisory Account. This restriction does not apply to Exempt Securities and Broad-Based Index exchange-traded funds.
9. Portfolio Securities. No Portfolio Manager may purchase or sell a Security if, as of the time of the proposed transaction, the Advisory Accounts under his or her management own in aggregate more than five percent (5%) of the Security’s market capitalization. Exceptions to the foregoing limitation may be granted by the Chief Compliance Officer if it is determined that the trade would not create an actual or apparent conflict of interest with the Advisory Account.
10. Insider Information, Market Manipulation and Other Prohibited Transactions. All Access Persons are subject to compliance with the Statement of Policy on Material Non-Public Information adopted by the Advisor.
Access Persons may not enter into any personal securities transaction, and Portfolio Managers may not enter a transaction on behalf of an Advisory Account:
a. while in possession of material nonpublic information regarding the security or issuer of the security;
b. intended to raise, lower or maintain the price of any security to create a false appearance of active trading; or
c. based upon a conflict of interest rather than the best interests of Advisory Accounts.
D. Procedures Related to Personal Securities Transactions by Access Persons
1. New Accounts. Prior to opening a new account in which an Access Person will have Beneficial Ownership over Securities, Funds or Affiliated Funds, the Access Person must confirm whether the financial institution provides an electronic feed to the Advisor. The List of Brokers with Electronic Feed is available on the compliance reporting system. If the financial institution is listed, then the Access Person should inform Compliance of the account number for it to be added to the electronic feed. If the financial institution is not listed, the Access Person must consult with Compliance to determine if an electronic feed can be established prior to opening the account.1 If Compliance is unable to establish an electronic feed, then the Access Person must
1 Please note that it may require a matter of days for Compliance to reach that determination with the financial institution.
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request approval to open the account from the Chief Compliance Officer, who may grant an exemption from the electronic feed requirement. For any exempt accounts, Access Persons are required to attach a copy of the account statements to the quarterly report provided under Section D.3.b. Statements are not required to be submitted for accounts that solely contain transactions in Exempt Securities (e.g., open-end funds other than the Funds and Affiliated Funds).
2. Pre-clearance. An Access Person may effect a purchase or sale of a Security in which he/she has, or through such transaction acquires, direct or indirect Beneficial Ownership of that Security, only if he/she obtains clearance prior to the transaction. Requests for pre-clearance shall be made through the Advisor’s compliance reporting system. However, the Chief Compliance Officer may determine to accept requests by an alternate method when the Access Person is not able to access the system. Upon receipt of pre-clearance, an Access Person may engage in a transaction otherwise prohibited by Section C.1.
Unless the Access Person has received approval to enter a transaction on a good-until-canceled basis, the Access Person shall execute the transaction by the end of the business day following the date of approval. If the Access Person is not able to execute the transaction by the end of the next business day, he/she must submit an additional request for pre-clearance.
Pre-clearance approvals should be based upon a determination by the Chief Compliance Officer (in consultation with such other persons as may be necessary) that the purchase or sale will not materially affect the liquidity of the market for the Security or its price and will not present an apparent or actual conflict with a purchase or sale of the same or a similar Security on behalf of an Advisory Account.
Pre-clearance is not necessary for:
a. purchases or sales of Securities pursuant to an Automatic Investment Plan;
b. acquisition of Securities effected upon the exercise of rights issued by an issuer proportionately to all holders of a class of its Securities (or certain other corporate actions as approved by the Chief Compliance Officer) to the extent such rights were acquired from the issuer, as well as sales of such rights so acquired;
d. gifts of Securities, grants of rights / options on any Security, or other transactions for which the Access Person (or the owner of an account deemed to be beneficially owned by the Access Person) does not directly control the timing of the transaction.
e. purchases or sales of a Fund or Affiliated Fund;
f. purchases or sales of Exempt Securities or exchange-traded funds; or
g. purchases or sales of Securities in any account over which the Access Person has no direct or indirect influence or control and where the Chief Compliance Officer has granted an exemption from the pre-clearance requirement to such account. To qualify for the exemption, the Access Person must seek approval from the Chief Compliance Officer and execute an initial and thereafter, annual certification, through the Advisor’s compliance reporting system.
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These transactions, although exempted from the pre-clearance requirement, must still be reported in accordance with Section D.2. of the Code.
3. Reporting by Access Persons. Every Access Person shall report to the Chief Compliance Officer the information described below with respect to holdings and transactions in any Security, Fund or Affiliated Fund in which such Access Person has, or by reason of such transaction acquires, direct or indirect Beneficial Ownership in the Security, Fund or Affiliated Fund. Exempt Securities are exempt from all three reporting requirements. Automatic Investment Plan transactions are exempt from the quarterly transaction report requirement, but holdings in any Securities, Funds or Affiliated Funds accumulated through an Automatic Investment Plan must be reported in the initial and annual holdings reports. All other transactions and holdings involving Securities, Funds or Affiliated Funds must be reported, regardless of whether the Access Person received pre-clearance or the transaction was exempt from the pre-clearance requirement. Transactions that are exempt from the pre-clearance requirement but that require reporting include gifts of Securities, transactions in exchange-traded funds, employee-directed exchanges between Funds in the Advisor's 401(k) plan, grants of rights or options on any Security, and transactions in accounts that the Chief Compliance Officer has approved for exemption.
a. Initial Holdings Report. Every report shall be made no later than ten (10) days after a person becomes an Access Person and shall contain the following information (which must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person):
1.) the title, type, ticker symbol or CUSIP (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Security, Fund and Affiliated Fund in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;
2.) the name of the broker, dealer or bank with whom the Access Person maintained an account in which any Securities, Funds or Affiliated Funds were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
3.) the date that the report is submitted by the Access Person.
b. Quarterly Transaction Report. Every report shall be made no later than thirty (30) days after the end of the calendar quarter and shall contain the following information:
1.) the date of the transaction, the title, the number of shares (for equity securities), the principal amount (for debt securities), and interest rate, maturity date and ticker symbol or CUSIP (if applicable) of each Security, Fund or Affiliated Fund involved;
2.) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
3.) the price at which the transaction was effected;
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4.) the name of the broker, dealer or bank with or through which the transaction was effected;
5.) the date that the report is submitted by the Access Person; and
6.) for any account opened during the quarter in which any Securities, Funds or Affiliated Funds were held for the direct or indirect benefit of the Access Person, include the name of the broker, dealer or bank with whom the account was established and the date of establishment.
7.) for any account approved for an exemption from the electronic feed requirement, attach a copy of the account statements covering the quarter.
c. Annual Holdings Report. Every report shall be made annually containing the following information as of December 31 and shall be submitted within forty-five (45) calendar days after December 31:
1.) the title, type, ticker symbol or CUSIP (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Security, Fund and Affiliated Fund in which the Access Person had any direct or indirect Beneficial Ownership;
2.) the name of the broker, dealer or bank with whom the Access Person maintained an account in which any Security, Fund or Affiliated Fund was held for the direct or indirect benefit of the Access Person; and
3.) the date that the report is submitted by the Access Person.
All reports shall be made through the Advisor’s compliance reporting system. If electronic files containing the required information are transmitted to the compliance reporting system by an Access Person’s broker, the Access Person must confirm the information in the system within the deadlines set forth above.
4. Notification of Reporting Obligation. The initial holdings, quarterly and annual reports are necessary to comply with the requirements of the Advisers Act and the Investment Company Act and the rules thereunder. All Access Persons under a duty to file initial holdings, quarterly and annual reports with the Chief Compliance Officer shall be informed of that duty. Once informed of their duty to file quarterly and annual reports, an Access Person has a continuing obligation to file such reports in a timely manner until such time as notified otherwise. Information supplied in the reports is available for inspection by the Securities and Exchange Commission at any time during the five-year period following the end of the fiscal year in which each report is made.
5. Disclaimer of Beneficial Ownership. Any report pursuant to this Section D. shall not be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security, Fund or Affiliated Fund to which the report relates.
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E. Other Potential Conflicts of Interest
1. Gifts.
a. Provision of Gifts. The Advisor may provide gifts to parties that do business, or propose to do business, with or on behalf of the Advisor. Access Persons may not provide gifts at their own expense, unless the Chief Compliance Officer determines that a gift is in connection with a personal relationship or intended to recognize a personal event (e.g., wedding, birth of a child, etc.). Gifts approved by the appropriate supervisor and paid for by the Advisor shall not be deemed to have been provided by the Access Person arranging such gift.
b. Gifts of Cash. Access Persons are prohibited from giving or receiving cash or cash equivalents to or from any party that does business, or proposes to do business, with or on behalf of the Advisor. A cash equivalent is any instrument readily convertible to cash, including a stored balance debit/credit card. However, a gift certificate or stored balance card convertible only to purchases from a particular store or seller shall not be deemed to be a cash equivalent.
c. Receipt of Gifts. An annual limit of $150 applies to any gifts that an Access Person receives from a party that does business, or proposes to do business, with or on behalf of the Advisor. The $150 limit may be met with one gift or multiple gifts that total $150 from a party in a calendar year.
Gifts in connection with a personal relationship or that are intended to recognize a personal event shall not count towards the annual dollar limit. A gift of food, flowers, or other consumable item that an Access Person receives from a party that does business, or proposes to do business, with or on behalf of the Advisor shall not count towards any Access Person’s annual dollar limit as long as the gift is shared with other employees of the Advisor. A promotional item that displays the donor firm’s logo and that the Access Person receiving such item reasonably believes to be valued at less than $150 shall not count towards the annual dollar limit. Exceptions to the $150 limit may be granted by an executive officer of the Advisor (in consultation with the Chief Compliance Officer).
Notwithstanding the annual $150 limit on gifts received by Access Persons, no Portfolio Manager may receive any gift from a broker or dealer that executes transactions for an Advisory Account, unless the Portfolio Manager receives approval from the Chief Compliance Officer.
d. Reporting of Gifts. Upon receipt of any gift that is subject to the annual dollar limit, the Access Person receiving such gift shall provide to the Chief Compliance Officer a description of the gift and from whom it was received. The Chief Compliance Officer will maintain a log of gifts by recipient and donor.
A promotional item that displays the donor firm’s logo and that an Access Person receiving such item reasonably believes to be valued more than $150 should be reported to the Chief Compliance Officer. The Chief Compliance Officer shall consider any potential conflict of interest resulting from acceptance of such gift.
The Advisor shall maintain a log of gifts provided, including a description of the item, its cost, and the name and association of each recipient. Gifts to government officials, public pension plan employees, and persons affiliated with a union or labor organization may be restricted, and as such, the Chief Compliance Officer should be consulted when such gifts are contemplated.
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e. Refusal of Gifts. Any gift that exceeds the $150 annual limit for gifts received from a particular donor must be shared with other employees of the Advisor, returned to the donor, or the amount above $150 offset through reimbursement to the donor or through the Access Person’s contribution of such amount to a charitable organization approved by an executive officer of the Advisor.
2. Entertainment.
a. Provision of Entertainment. Access Persons with approval from their manager may provide reasonable business entertainment (e.g., meals, attendance at cultural or sporting events, rounds of golf, etc.). Access Persons may not provide business–related entertainment at their own expense. Entertainment of government officials, public pension plan employees, and persons affiliated with a union or labor organization may be restricted, and as such, the Chief Compliance Officer should be consulted when such entertainment is contemplated.
Business entertainment provided by an Access Person will be considered a gift, and therefore subject to the gift policies described in section E.1. of the Code, if an Access Person is not present at the event.
b. Receipt of Entertainment. Access Persons with approval from their manager are allowed to participate in business entertainment provided by any party that does business, or proposes to do business, with or on behalf of the Advisor. In determining whether to approve receipt of entertainment, management should evaluate whether the extravagance or frequency of the entertainment poses a potential conflict of interest for the Access Person or the Advisor.
Business entertainment received by an Access Person will be considered a gift, and therefore subject to the gift policies described in section E.1. of the Code, if the party or a representative of the party providing the entertainment is not present at the event.
Those Access Persons with authority to hire vendors for the Advisor are not allowed to accept entertainment from current or potential vendors, unless a representative of the vendor will be in attendance at the entertainment event.
c. Reporting of Entertainment. Access Persons are required to accurately report the provision of business entertainment in the Advisor’s expense reporting system. Any business entertainment provided for government officials, public pension plan employees, and persons affiliated with a union or labor organization must be reported to the Chief Compliance Officer.
Any entertainment received from broker-dealers who execute transactions for an Advisory Account must be reported promptly to the Chief Compliance Officer. A log will be maintained of any entertainment received from such brokers-dealers and compared to brokerage transactions to identify any apparent influence over broker selection.
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3. | Political Contributions and Activities. |
a. Prohibitions. Access Persons are prohibited from, directly or indirectly, making political contributions with the intent of influencing a government official or political candidate who is or will be in a position to influence the Advisor’s selection as an investment adviser to government entity clients. This would include contributions to political action committees or political parties, if the Access Person is aware of the committee’s or party’s intent to distribute monies to certain officials or candidates who are or will be in a position to influence the Advisor’s selection. Coordinating or soliciting contributions from others (for example, fund-raising activities) on behalf of a candidate who is or will be in a position to influence the Advisor’s selection is also prohibited.
Volunteering personal time to a candidate or government official would not be considered a contribution.
Access Persons in executive and client-facing roles should be particularly conscious of the potential for their political contributions and activities to be perceived as attempts to acquire or maintain government clients for the Advisor. If it is determined that a political contribution or activity by an Access Person in an executive or client-facing role was intended to influence the Advisor’s selection or retention of a government client, the Advisor may be required to forego advisory fees on the affected Advisory Account for a two-year period following the contribution or activity.
b. Pre-clearance of Political Contributions and Activities. Every Access Person is permitted to make political contributions up to $150 to a government official or candidate per election without prior approval by the Advisor. Access Persons wishing to make a contribution of $150 or greater or who wish to participate in any political fund-raising activity must seek pre-clearance through the Advisor’s compliance reporting system. However, the Chief Compliance Officer may determine to accept requests by an alternate method when the Access Person is not able to access the system.
Pre-clearance approvals should be based upon consideration of the following factors: the Access Person’s eligibility to vote for the candidate, the amount of the contribution or anticipated fund-raising, whether the candidate has or will have influence over the Advisor’s management of current or prospective Advisory Accounts, and the Access Person’s position with the Advisor.
c. Reporting of Political Contributions and Activities. Every Access Person shall provide a quarterly report of his or her political contributions and fund-raising activities, including those that were pre-cleared, through the Advisor’s compliance reporting system. Each Access Person will be asked to certify that he or she did not attempt to influence any third party to make a contribution nor did he/she make a contribution with the intent of influencing the Advisor’s selection as an investment adviser to government entity clients.
In addition, certain Access Persons will be notified of their obligation to report any contributions or fund-raising activities by members of their household, based upon the Advisor’s determination that those Access Persons have a direct economic incentive to influence the Advisor’s selection as an investment adviser to government entity clients. All such reports shall be made through the Advisor’s compliance reporting system.
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4. Service as a Director. Portfolio Managers are prohibited from serving on a board of directors of a publicly traded company unless prior authorization has been granted by the Chief Executive Officer or the Chief Operating Officer of the Advisor, based upon a determination that the board service would not be inconsistent with the interests of the Advisor or its Advisory Accounts. The Chief Executive Officer’s service on any board of a publicly traded company must be approved by the Advisor’s board of directors.
F. Violations and Sanctions
1. Review for Violations. Periodically, the Chief Compliance Officer shall compare the reported personal securities transactions of Access Persons with completed portfolio transactions of the Advisory Accounts to determine whether a violation of this Code may have occurred. Before making any determination that a violation has or may have been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material. If the Chief Compliance Officer determines that a violation of this Code has or may have occurred, he/she shall submit information deemed appropriate, including any explanatory material provided by the potential violator, to an executive officer of the Advisor. The executive officer (in consultation with the Chief Compliance Officer and legal counsel if deemed necessary) shall make the determination of whether a violation has occurred. With respect to the Chief Compliance Officer’s personal trading activity, the Advisor’s Chief Legal Counsel or designee shall perform the duties of the Chief Compliance Officer, as described in the Code.
No person shall participate in a determination of whether he or she has committed a violation of the Code or the imposition of any sanction as a result of such violation.
No less than annually, the Chief Compliance Officer must furnish to the Funds’ Board of Trustees a written report that:
a. describes any issues arising under the Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and
b. certifies that the Advisor has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
2. Reporting of Violations. Any Supervised Person who becomes aware of a violation of this Code is required to promptly notify the Chief Compliance Officer of the relevant details of such violation.
3. Sanctions. Upon determining that there has been a violation of this Code, an executive officer (in consultation with the Chief Compliance Officer and legal counsel if deemed necessary) may determine such sanctions as deemed appropriate including, among others, a letter of censure, or suspension or termination of the employment of the violator. If a Supervised Person realizes a profit from a transaction deemed to violate the Code, the Advisor will require disgorgement, which will typically be accomplished by donation to a charitable organization approved by an executive officer of the Advisor.
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G. Delivery and Certification of the Code
1. Delivery of Code to Access Persons. The Chief Compliance Officer shall deliver a current copy of the Code to each Supervised Person when each such person is deemed to become a Supervised Person. In addition, the Chief Compliance Officer will deliver a copy of the Code to each Supervised Person on an annual basis and upon amendment of the Code. Pursuant to Rule 17j-1 under the Investment Company Act, the Funds’ Board of Trustees must approve any material change to the Code no later than six months after adoption of the material change.
2. Certification of Compliance with Code. Within ten (10) days of becoming a Supervised Person, each Supervised Person is required to certify that he/she: i) has received, read and understood the Code and ii) agrees to abide by the policies and procedures set forth in the Code. Each Supervised Person shall also certify annually that he/she has: i) disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code and ii) notified the Chief Compliance Officer of any violation of which he/she has become aware. Subsequent to delivery of any Code amendments, Supervised Persons shall certify that they: i) have received, read and understood the Code amendment and ii) agree to abide by the policies and procedures set forth in the Code, as amended.
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Exhibit 99.(p)(29)
Code of Ethics
General Principles
The Code of Ethics is based on the principle that Access Persons (defined below) of SCM owe a fiduciary duty to SCM’s clients. This duty includes the obligation to conduct their personal securities transactions in a manner that does not interfere with the transactions of any client or otherwise to take unfair advantage of their relationship with clients. In recognition of this duty, SCM hereby adopts the following general principles to guide the actions of the Access Persons:
• | Access Persons have the duty at all times to place the interests of clients first. |
• | Access Persons have the duty to conduct all personal securities transactions in a manner consistent with these procedures and in such a manner to avoid any actual or potential conflict or abuse of a position of trust and responsibility. |
• | Access Persons must refrain from actions or activities that allow a person to profit or benefit from his or her position with respect to a client, or that otherwise brings into question the Access Person's independence or judgment. |
• | Each Access Person shall have and maintain knowledge of and shall comply with all applicable Federal and State laws and all rules and regulations of any governmental agency or self-regulatory organization governing his/her actions as an Access Person. An access person is defined as all employees or those with similar status of SCM. |
• | Each Access Person must acknowledge the Code of Ethics and any amendments to the Code of Ethics. |
Personal Securities Transactions
Purpose
The following procedures are designed to assist the Compliance Officer in detecting and preventing abusive sales practices such as "scalping" or "front running" and to highlight potentially abusive "soft dollar" or brokerage arrangements.
SCM will require an initial holding report of Access Persons no later than 10 days after becoming an Access Person. In addition, an annual holdings report of Access Persons will be maintained. The reports will state the name of the Broker-Dealer and/or bank with whom the account was established. The annual report must state number of shares and principal amount of all securities owned by the employee and any account maintained with a Broker-Dealer and/or bank.
SCM will require personal securities transactions reports of employees including all brokerage transactions. These will be required to be sent directly from the broker dealer where the account is held to the compliance department. The employee will also be required to certify these transactions at least quarterly. In addition, pre- clearance is required on personal securities transactions including but not limited to Mutual Funds managed by SCM, Exchange Traded Funds, Initial Public Offerings and Private Placements. No pre-clearance is required on accounts managed by third party investment advisers. However, accounts managed by third parties will be subject to quarterly reporting and monitoring by the CCO or Senior Manager. (Third Party accounts are those in which the employee has no discretionary authority over and the sole decision making in made by the third party manager).
Exceptions
Exceptions to the record keeping requirements are as follows:
• | Transactions effected in any account over which neither SCM nor its employees have any direct or indirect influence or control such as accounts held in a blind trust in; and, |
• | Transactions that are direct obligations of the United States government. |
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Other Considerations
Notification of Reporting Obligation Annual Certification
SCM will notify all employees about their duty to inform the Chief Compliance Officer when they are establishing a brokerage account so that SCM may request duplicate confirmations and statements. Once informed of the duty an employee has a continuing obligation to provide such information to SCM in a timely manner. Information compiled in SCM files is available for SEC inspection or other regulatory authorities at any time. Annually, SCM will prepare a written report for any Mutual Funds Board(s) that:
• | Describes any issues that have arisen under this Code of Ethics or its procedures since the latest report, including information about material Code of Ethics or procedure violations and sanctions imposed in response to those violations; and |
• | Certifies to the Boards that the adopted Code of Ethics and its procedures provide reasonably necessary measures to prevent investment personnel from violating the Code and applicable procedures. |
Review
• | Periodic Review. The Chief Compliance Officer or a designee shall review and compare all reported transactions in Securities with: |
§ | the transactions of the Access Person indicated on his or her confirmations and account statements; and the transactions of SCM’s clients. |
• | Suspected Violations. If the Chief Compliance Officer suspects that an Access Person has violated these Procedures, he or she shall investigate the alleged violation, and, as a part of that investigation, allow the Access Person an opportunity to explain why the violation occurred or did not occur. |
• | Violation Report. If the Chief Compliance Officer concludes that an Access Person has violated these Procedures, he or she shall submit a report of such violation, his or her investigation of such violation, and his or her recommendation on what steps should be taken to address such violation, including recommending sanctions against the violator. |
Training
At least annually, the Chief Compliance Officer shall conduct a training seminar reviewing the requirements of the Procedures and the required duties of the Access Persons.
Insider Trading
The Firm's policy prohibits any representative from acting upon, misusing or disclosing any material non- public information, known as inside information. Any instances or questions regarding possible inside information must be immediately brought to the attention of the Compliance Officer, designated officer or senior management, and any violations of the Firm’s policy will result in disciplinary action and/or termination.
SCM's Insider Trading Procedures are designed to prevent the misuse of material, nonpublic information by SCM and its officers, directors and employees.
SCM has adopted various procedures to implement the firm’s insider trading policy and reviews to monitor and insure the firm’s policy is observed, implemented properly and amended or updated, as appropriate, which include the following:
· | The Insider Trading Policy is distributed to all access persons, and new access persons upon hire, and requires a written acknowledgement by each access persons, |
· | All access person’s must disclose personal securities accounts and report at least quarterly any reportable transactions in their access persons and access persons-related personal accounts, |
· | All access person’s must report to the Compliance Officer or a designated person all business, financial or personal relationships that may result in access to material, non-public information, |
· | The Compliance Officer or a designated officer reviews all personal investment activity for access persons and access persons-related accounts, |
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· | The Compliance Officer or a designated officer provides guidance to access persons on any possible insider trading situation or question, |
· | The Firm's Insider Trading Policy is reviewed and evaluated on a periodic basis and updated as may be appropriate, and |
· | The Compliance Officer or a designated officer prepares a written report to management and/or legal counsel of any possible violation of the Firm’s Insider Trading Policy for implementing corrective and/or disciplinary action. |
An employee of SCM will contact the Chief Compliance Officer if he or she becomes aware of an actual or potential insider trading violation or violation of the Policies and Procedures.
Certification
Every employee shall certify on an annual basis that he or she has:
• | complied with these Procedures; and |
• | has read and understands these Procedures |
Outside Business Activities
An employee must notify SCM if they wish to be engaged in an outside business. An employee of SCM will be engaged in an outside business activity if he or she:
• | serves as general partner, officer or employee of any business organization; |
• | receives compensation in any form from a business organization; or |
• | serves as a director of any business organization. |
Review Procedures
The Chief Compliance Officer will review the information supplied by each employee engaging in an outside business activity and independently verify that the information is correct, including the nature and the extent of the outside business activities and the employee's outside sources of income.
Legal or Regulatory Proceedings
Any employee shall immediately notify the Chief Compliance Officer if he or she becomes the subject of a securities- related action involving:
• | an investigation or governmental proceeding; |
• | any refusal of registration or injunction, censure, fine or other disciplinary action imposed by a regulatory body; |
• | any litigation or arbitration; |
• | any bankruptcy proceedings; |
• | any civil litigation; or |
• | any arrest, summons, subpoena, indictment or conviction for a criminal offense. |
When giving notice of a legal or regulatory proceeding, the Adviser Representative shall provide, at a minimum, the following information:
• | Parties involved; |
• | Court or arbitration forum; and |
• | Nature of the proceeding. |
Business Communication Standards
Employees using SCM's electronic communication systems must follow appropriate business communication standards. Employees may not send or receive communications that are inappropriate, obscene, discriminatory, threatening or otherwise offensive.
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Gift and Entertainment Policy
§ | Gifts. "Gifts" are items of value that a third-party provides to an employee of SCM (or SCM to them) where there is no business communication involved in the enjoyment of the gift. Examples include: flowers sent on special occasions, fruits and candies sent to an employee during the holidays, and tickets to a sporting event for an employee and a family member. |
§ | Entertainment. "Entertainment" is where the giver of the item of value participates with the recipient in the enjoyment of the item. |
§ | Entertainment is appropriate only when it is used to foster and promote business relationships for the firm. |
§ | An employee must obtain prior permission from his or her supervisor to provide a gift or entertainment that exceeds $500 in value. However, no gifts or entertainment of any value will be allowed to be given or received as it relates to parties associated with mutual funds that SCM manages. |
§ | Employees may not solicit any gift or entertainment. |
§ | An employee may not accept cash or a gift certificate. |
§ | Excessive gift giving or entertainment activity is prohibited. |
§ | An employee may not accept any gift or entertainment that might influence his or her investment decision or that might make the employee feel obligated to any person or firm. |
§ | Reporting. Employees of SCM shall report any gift or entertainment that exceeds $300 in value to his or her supervisor. |
Political Contributions
Shapiro Capital’s policies on campaign contributions and solicitations are designed to ensure that Shapiro Capital complies with applicable restrictions and limits on political contributions and gifts made by employees to any officeholders, candidates for office, and political action committees throughout the world.
In connection with the foregoing principles, Shapiro Capital does not permit any Access Persons to make Contributions to Public Pension Fund Officials.
Shapiro Capital Access Persons engaged in personal political activity (e.g., election campaign work, solicitation of contributions), that are not prohibited by this Code of Ethics, must not attribute such activity to Shapiro Capital.
Shapiro Capital’s name, facilities, property and resources (including e-mails) may not be used in connection with any political activities. Contributions over $250.00 to any political organization or candidate must be disclosed to, and approved by, the Compliance Officer in order to verify that there are no conflicts of interest.
New Access Persons of Shapiro Capital will be required to disclose to the Compliance Officer contributions over to any political organization made by such Access Persons within two years prior to joining Shapiro Capital or such longer period of time as may be determined by the Compliance Officer.
Whistleblower Policy
Central to our firm's compliance culture is an ingrained commitment to fiduciary principles. The policies and
procedures set forth our Compliance Manual, and their consistent implementation by all supervised persons of SCM evidence the Firm's unwavering intent to place the interests of clients ahead of self-interest for SCM, our management and staff.
Every employee has a responsibility for knowing and following the firm’s policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. The Firm's CCO has overall supervisory responsibility for the firm. Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, and one another. Improper conduct on the part of any employee puts the Firm and company personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of our company’s policies.
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Reporting Potential Misconduct
To ensure consistent implementation of such practices, it is imperative that supervised persons have the opportunity to report any concerns or suspicions of improper activity at the Firm (whether by a supervised person or other party) confidentially and without retaliation. SCM’s Whistleblower Policy covers the treatment of all concerns relating to suspected illegal activity or potential misconduct. Supervised persons may report potential misconduct by submitting a 'Report a Violation' form available on the main web portal of this program. By default, the report will be submitted anonymously unless the individual unchecks the box that indicates the sender wishes to remain anonymous..
Supervised persons may report suspected improper activity by the CCO to the Firm’s other senior management.
Responsibility of the Whistleblower
A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding accounting or audit matters or a breach of this Manual or the Firm’s Code of Ethics. A malicious allegation known to be false is considered a serious offense and will be subject to disciplinary action that may include termination of employment.
Handling of Reported Improper Activity
The Firm will take seriously any report regarding a potential violation of Firm policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised persons are to be assured that the Firm will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.
In order to protect the confidentiality of the individual submitting such a report and to enable SCM to conduct a comprehensive investigation of reported misconduct, supervised persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.
No Retaliation Policy
It is the Firm’s policy that no supervised person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A supervised person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A supervised person who believes s/he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the CCO or to the Firm’s other senior management in the event the concern pertains to the CCO.
[Investment Advisers Act of 1940 Rule 204-2(a)(13), 204A-1, 204A-1(a)(5), 204A-1(b) and 204A-1(c)]
Books and Records
SCM will maintain in its Employees Procedures books and records the following records related to each Access Person's personal securities trades:
§ | A record of every transaction in a security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership, except: |
§ | transactions effected in any account over which neither the Access Person has any direct or indirect influence or control; and |
§ | transactions in securities that are: direct obligations of the Government of the United States; bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements, or shares issued by registered open-end investment companies. |
§ | The records required by this section must state: |
• | the title and amount of the security involved; |
• | the date and nature of the transaction (i.e., purchase, sale or other acquisition or disposition); and |
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• | the price at which it was effected; and the name of the broker, dealer, or bank with or through whom the transaction was effected. |
§ | A transaction must be recorded no later than 30 days after the end of the calendar quarter in which the transaction was effected. |
§ | SCM may satisfy any of the recordkeeping requirements if: |
• | SCM receives a broker trade confirmation or account statement in the time period stated above; |
• | the broker trade confirmation, account statement or other records of the investment adviser contains all the information required by this section; |
• | SCM keeps the broker trade confirmation, account statement, and other records containing the information required by this section electronically; or all broker trade confirmations and account statements that are printed on paper and kept under this section are organized in a manner that allows easy access to and retrieval of any particular confirmation or statement (Rule 204-2(a)(12)). |
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Exhibit 99.(p)(33)
COMPLIANCE MANUAL
Table of Contents
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B. Investment Funds and Clients. | 63 |
C. Meetings. | 63 |
RECORDKEEPING AND DOCUMENT RETENTION POLICY & PROCEDURES STATEMENT | 64 |
A. Records That Must Be Maintained Indefinitely | 66 |
B. Procedures for Maintaining Records of Communication With Clients | 66 |
C. Procedures for Storing Records | 66 |
D. E-Mail Record Retention | 66 |
E. Instant Messaging Retention | 66 |
ELECTRONIC RECORDKEEPING PROCEDURES | 67 |
I. INTRODUCTION | 67 |
A. Purposes of the Procedures | 67 |
II. REQUIRED BOOKS AND RECORDS | 68 |
A. Adviser Records | 68 |
B. Fund Records | 68 |
III. RECORDKEEPING RESPONSIBILITY | 68 |
A. Responsibility | 68 |
IV. RECORD TESTING | 69 |
A. Purposes | 69 |
B. Design and Conduct of Record Testing | 69 |
V. MAINTENANCE AND AMENDMENT | 69 |
A. Maintenance | 69 |
B. Amendments and Reporting | 69 |
Schedule 1: Advisors Records | 70 |
Schedule 2: Fund Records | 71 |
Schedule 3: Record Testing of Adviser Records | 72 |
Schedule 4: Record Testing of Fund Records | 73 |
ELECTRONIC COMMUNICATION AND INFORMATION SYSTEMS POLICY | 74 |
NETWORK SECURITY POLICIES AND PROCEDURES | 75 |
A. Overview | 75 |
B. Patching, Mal-ware and Anti-Virus | 75 |
C. Remote Access | 75 |
D. Internal Security | 76 |
AFFILIATED PERSONS POLICIES AND PROCEDURES | 77 |
PRIVATE INVESTMENT PARTNERSHIPS | 78 |
A. List of Private Funds. | 78 |
B. Revision of Offering Circular. | 78 |
C. Exemption from Federal Securities Registration. | 78 |
D. State Securities Laws Applicable to the Offering ("Blue Sky Laws"). | 79 |
E. Performance Fee Requirements for the U.S. Funds. | 79 |
F. ERISA Considerations. | 79 |
G. NASD New Issue Rule. | 80 |
H. Federal Commodities Law Considerations | 80 |
I. Investment Company Act. | 80 |
J. Tax Considerations for Foreign Limited Partners of the U.S. Funds. | 81 |
POLITICAL CONTRIBUTIONS POLICIES & PROCEDURES | 82 |
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SSI INVESTMENT MANAGEMENT LLC
COMPLIANCE PROGRAM POLICIES AND PROCEDURES
COMPLIANCE MANUAL OVERVIEW
OVERVIEW
Pursuant to Rule 206(4)-7 promulgated under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), SSI Investment Management LLC ("SSI") has established these Compliance Program policies and procedures (these "Procedures").
A. | Purpose |
These Procedures are reasonably designed to:
1. | Prevent Violations, |
2. | Detect Violations that have occurred, and |
3. | Correct promptly any Violations that have occurred. |
B. | Definitions |
1. | “Annual Review” has the meaning set forth in Section III.A.1 below. |
2. | "Chief Compliance Officer"(“CCO”), designated as Syed Mehdi, is the individual (who shall be a "supervised person" within the meaning of the Advisers Act and the rules promulgated thereunder by the Securities and Exchange Commission (the "SEC")) designated by SSI as responsible for administering these Procedures. |
3. | "Compliance Program" means the overall compliance program comprised of these Procedures and the Compliance Manual as administered by the CCO. |
4. | "Fund" means any client of SSI that registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with the SEC as an investment company. |
5. | "Compliance Manual" means SSI's Compliance Policies and Procedures Manual that accompanies these Procedures. |
6. | "Procedures Violation" means a material violation of these Procedures by any officer, employee or agent of SSI. |
7. | "Review" means a review and evaluation of the adequacy of these Procedures and the effectiveness of their implementation. |
8. | "Violation" means a violation by SSI or its supervised persons of the Advisers Act or the rules promulgated thereunder by the SEC |
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COMPLIANCE PROGRAM
An integral part of the Compliance Program shall be the “Compliance Manual” to address SSI's:
1. | Code of Ethics and Conduct for its employees including proprietary trading and personal trading activities, the prevention of misuse of nonpublic information and safeguarding of client assets from conversion or inappropriate use. |
2. | Portfolio management processes, including allocation and aggregation of investment opportunities among clients, and consistency of portfolios with clients' investment objectives. |
3. | Trading practices, including "best execution" obligations, use of client brokerage to obtain research and other services. |
4. | Recordkeeping. |
5. | Processes to value client holdings and reconciliation. |
6. | Business continuity statement. |
ANNUAL REVIEWS
A. | Reviews |
The CCO shall conduct Reviews from time-to-time as are reasonably necessary but no less frequently than annually.
1. | Timing of Annual Review. The CCO shall conduct an annual Review (the "Annual Review") within the first hundred eighty (180) days of each calendar year. |
2. | Measure of Adequacy and Effectiveness. The measure of adequacy and effectiveness the CCO shall use for any Review shall be the degree to which the Procedures accomplish the purpose and conform to the definitions set forth in Sections A and B of these Procedures above. |
3. | Records of Reviews. The CCO shall maintain a written record, which could be designated as a checklist in the form of Appendix A hereof, of each Review, including without limitation the meetings and deliberations as well as a record of: |
o | The results and conclusions of each Review, |
o | Any inadequacies of these Procedures or ineffectiveness in their implementation identified by the Review, |
o | The appropriate corrective actions taken to remediate any such inadequacies or ineffectiveness, |
o | Any changes or amendments made to, or waivers of, these Procedures, and |
o | Any reports made pursuant to Section IV below relating to potential or actual Violations or Procedures Violations, these Procedures or the Review, which record shall be maintained at SSI’s place of business for not less than five (5) years. |
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REPORTING, INVESTIGATIONS AND ACCOUNTABILITY
A. | Duties of the Chief Compliance Officer |
The CCO shall:
1. | Initially Affirm. Upon adoption of these Procedures (or thereafter as applicable, upon becoming the CCO), affirm in writing that he has received, read, and understands these Procedures. |
2. | Annually Affirm. Annually thereafter affirm in writing that he has complied with the requirements of these Procedures. |
3. | Annually Report. Prepare a report at least annually (or otherwise as needed if more frequently than annually) with respect to the results and conclusions of each Review, including without limitation each Annual Review. |
4. | Investigate and Enforce Violations. Take all appropriate reasonable action to investigate any potential or actual Violations or Procedures Violations either reported to, or identified by, the CCO or a Senior Officer. |
5. | Apply and Interpret Procedures. Be responsible for reasonably applying these Procedures to specific situations in which questions are presented under it and have the authority to reasonably interpret these Procedures in any particular situation. |
6. | Power and Authority. Be empowered with full responsibility and authority to develop and enforce appropriate policies and procedures for SSI and to compel others to adhere to the Program. |
CONFIDENTIALITY |
All reports and records prepared or maintained pursuant to these Procedures shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by applicable law or these Procedures, such matters shall not be disclosed to anyone.
INTERNAL USE
These Procedures are intended solely for the internal use by SSI, and does not constitute an admission, by or on behalf of SSI, any of SSI's supervised persons, or any of their respective officers, directors, managers, employees or agents, as to any fact, circumstance, or legal conclusion other than by the CCO, a Senior Officer or the Legal Counsel.
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SSI ORGANIZATION
Title | Name |
Chief Compliance Officer (“CCO”) | Syed Mehdi |
Personal Trading Authorities | George Douglas |
Syed Mehdi | |
Lily Yu | |
Proxy Voting Service Provider | Institutional Shareholder Services |
Proxy Control Associate | Judy Wang |
Internal Board of Directors | George Douglas |
Syed Mehdi | |
Ravi Malik | |
Director of Information Technology | Thomas Ye |
Chief Investment Officer (“CIO”) | George Douglas |
Managing Director, Operations | Judy Wang |
Portfolio Manager – Convertible Arbitrage | Alex Volz |
Convertible Trader – Long Only | Lily Yu |
Director, Portfolio Accounting | Helen Moseley |
Director, Finance | Maria Ruiz |
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APPENDIX A to
SSI Investment Management LLC
Compliance Program Policies and Procedures
REVIEW FORM
This Review Form is:
(i) | being completed by the CCO of SSI Investment Management LLC (“SSI”), established pursuant to SSI's Compliance Program Policies and Procedures (the "Procedures") and |
(ii) | intended to document the CCO’s review and evaluation of the adequacy of the Procedures and the effectiveness of their implementation (each a "Review") during the period since the date of the last Review through the date of this Review, ____________________. |
Any capitalized terms not defined herein shall have the meanings ascribed to such terms in the Procedures.
The CCO makes the following conclusions regarding the Review of the Procedures that is the subject of this Review Form:
1. | Did SSI have any significant inadequacies or ineffectiveness in implementation in the design or operation of the Procedures? |
☐ | Yes ☐ No |
If yes, please explain (attach additional pages as necessary):
2. | Did SSI experience any actual or potential Violation or Procedures Violation? |
☐ | Yes ☐ No |
If yes, please explain (attach additional pages as necessary):
3. | Were there any changes or amendments to, or waivers of, the Procedures, including any corrective action with regard to perceived inadequacies in the Procedures or ineffectiveness in their implementation? |
☐ | Yes ☐ No |
If yes, please explain (attach additional pages as necessary):
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4. | Were all necessary, appropriate or required reports and affirmations under the Procedures made? |
☐ | Yes ☐ No |
If yes, please explain (attach additional pages as necessary):
Signed: | Dated: | |||
Chief Compliance Officer |
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INTRODUCTION
This Statement of Policies and Procedures (this “Statement”) addresses the responsibilities of the employees of SSI Investment Management LLC concerning regulatory, compliance and operational issues that apply to the Firm and its Employees. The Statement does not attempt to describe every requirement relating to these activities, but summarizes some of those issues and establishes general policies and procedures that apply to all Employees.
A. | General Procedures. |
On receiving this Statement, each Employee must sign a Certificate of Receipt of this Statement, in the form attached as Exhibit A. The Certificate acknowledges that the Employee has received and understands this Statement and includes the Employee’s agreement to comply with it. At the same time, each new Employee also must complete an Employee Questionnaire in the form attached as Exhibit E. Thereafter, each Employee must immediately notify the Chief Compliance Officer “CCO” if any of the information in his or her Employee Questionnaire becomes inaccurate in any respect.
On receiving this Statement, each Employee must disclose, on an Initial Holdings Report, in the form attached as Exhibit B, all of his or her, and his or her Family Members’, Proprietary Accounts and list all securities in which the Employee or any of his or her Family Members has any Beneficial Ownership and must obtain, on a Personal Securities Trading Request, in the form attached as Exhibit D, prior approval of all securities transactions, which may require an approval, for such Proprietary Accounts from a Personal Trading Authorizer.
Quarterly and Annually, each Employee must sign a Certificate of Compliance, in the form attached as Exhibit C, certifying that he or she has complied in all respects with this Statement and updating any information that is not current or complete.
B. | Chief Compliance Officer. |
Employees who have questions about this Statement should contact the CCO. The CCO is competent and knowledgeable regarding the Advisers Act and has full responsibility and authority to enforce and further develop this Statement.
C. | Annual Review. |
The Firm’s Internal Board of Directors and the CCO review this Statement annually to determine its adequacy and the effectiveness of its implementation. The review considers any compliance matters that arose during the previous year, any changes in the Firm’s or its affiliates’ activities and any changes in the Advisers Act or applicable regulations. Interim reviews may be conducted to respond to significant compliance events, changes in business arrangements and regulatory developments.
D. | Definitions. |
To make it easier to review and understand these policies and procedures, some terms are defined below:
“Access Persons” means any of the investment adviser’s supervised persons who have access to non-public information regarding any investment advisory client’s purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund or any person who is involved in making securities recommendations to investment advisory clients, or who has access to such recommendations that are nonpublic.
“Advisers Act” means the Investment Advisers Act of 1940, as amended.
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“Beneficial Ownership” of a security by a person means the person:
1. | Directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares with any other person (a) any pecuniary, financial or other interest in that security, (b) voting power, which includes the power to vote, or to direct the voting of, that security, or (c) investment power, which includes the power to dispose, or to direct the disposition, of that security; or |
2. | Provides any investment advice regarding that security; or |
3. | Has the right to acquire that security within sixty days, through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the exercise of the power to revoke a trust, discretionary account or similar arrangement, (d) the automatic termination of a trust, discretionary account or similar arrangement, or (e) any other means. Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting that person of Beneficial Ownership of a security as part of a plan or scheme to avoid Beneficial Ownership of that security is nevertheless deemed to have Beneficial Ownership of that security. |
“Client Account” means any client or Investment Fund as to which or for whom the Firm provides investment advisory services.
“Chief Compliance Officer”, (“CCO”) means Syed Mehdi (or his designated substitute or successor).
“Discretionary Account” means any Client Account that has granted the Firm (a) discretionary proxy voting authority, or (b) discretionary investment authority without expressly retaining proxy voting authority. All Investment Funds are Discretionary Accounts.
“Employee” means each person (whether or not such person is an employee of the Firm), who, in connection with his or her regular functions or duties on behalf of the Firm, or as a result of his or her ownership or control of the Firm, makes, participates in or obtains information concerning securities transactions contemplated, proposed or made for any Client Account.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Family Members” of an Employee, means his or her spouse, minor children and any relative living with him or her and any other person to whom he or she contributes support.
“Firm” means SSI Investment Management LLC and each of its affiliates that are engaged in the business of providing investment advisory services or serving as the general partner or manager of an Investment Fund.
“FCM” means futures commission merchant.
“ICA” means the Investment Company Act of 1940, as amended.
“Investor” means an investor in an Investment Fund.
“Investment Fund” means any United States or non-United States investment fund or pool of which the Firm of one of its affiliates serves as investment adviser, general partner or both.
“Proprietary Account” means (1) a securities investment or trading account held in the name of an Employee or any of his or her Family Members, or of which that Employee or any of his or her Family Members has Beneficial Ownership, or (2) a proprietary investment or trading account maintained for the Firm or its Employees. The term “Proprietary Account” does not include any account that is a Client Account, even if such Account belongs to an Employee or his or her Family Member.
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“SEC” means the United States Securities and Exchange Commission.
“Security” means all investment instruments commonly viewed as securities, including common stock, options, warrants, rights to acquire securities and convertible instruments, as well as exchange-traded funds, commodity futures contracts and commodity options, swaps and other derivative instruments, whether issued in a public or private offering. When used with respect to an Employee’s or his or her Family Member’s Proprietary Account, “security” does not include shares of investment companies (open-end, closed-end, ETF’s, ETN’s, etc.) registered under the ICA that are not affiliated with the Firm, securities issued by the government of the United States, bankers’ acceptances, bank certificates of deposit or commercial paper.
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INSIDER TRADING
A. | Policy Statement on Insider Trading. |
The Firm is in the business of obtaining and analyzing information about companies and their securities to give the Firm the basis for profitably trading and recommending investments in securities. Generally, such investigation and analysis help investors to make informed investment decisions, which is one of the goals of the federal securities laws. It is illegal, however, to trade or recommend trades in a security while using or even, in some cases, while merely possessing, material, nonpublic information about that security or its issuer. It is the policy of the Firm to conduct its business in full compliance with the law, and to ensure that its Employees do so.
This Statement applies to the Firm and all of its Employees. Each Employee should review this Statement carefully. Any questions should be directed to the CCO.
1. Although the law concerning insider trading is evolving, it generally prohibits:
• | Trading in securities by an insider while in possession of material, nonpublic information; |
• | Trading in securities by a non-insider while in possession of material, nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential, or was misappropriated; and |
• | Communicating material, nonpublic information to others, or recommending a securities transaction to others while in possession of material, nonpublic information about the security or the company in question (commonly called “tipping”). |
The Firm forbids any of its Employees from:
(i) | trading either personally or on behalf of others, including Client Accounts, on material, nonpublic information; |
(ii) | communicating material, nonpublic information to others in violation of the law; or |
(iii) | knowingly assisting someone engaged in these activities. |
All information relating to the Firm’s activities, including investment analyses, investment recommendations, and proposed and actual trades for the Firm or Client Accounts, is proprietary to the Firm and must be kept confidential. Such information should be treated as material, nonpublic information; that is, Employees must not trade on it for Proprietary Accounts and, without the prior approval of the CCO, must not disclose it to anyone inside or outside the Firm who does not need the information in the course of our business.
2. | Background. |
The SEC is responsible for enforcing the federal securities laws. State laws generally correspond to the federal laws and impose additional obligations and liabilities. The federal statutes that are most frequently the basis for SEC investigations and prosecutions are Exchange Act section 10(b) and SEC Rule 10b-5 promulgated thereunder. These are the general antifraud provisions of the federal securities laws. Among other things, Rule 10b-5 prohibits insider trading, which has been given high priority in SEC enforcement efforts over the last 20 years.
In 1984, Congress passed the Insider Trading Sanctions Act (“ITSA”) to help the SEC enforce insider trading laws. Prior to ITSA, the SEC’s primary remedies for fraudulent activity were injunctions and disgorgement of illicit profits. ITSA gave the SEC a new tool against insider trading violators -- civil penalties of up to three times the profit realized or loss avoided. Some of the most notorious insider trading cases have been brought by the SEC under ITSA, including proceedings against Dennis Levine, Ivan Boesky and Michael Milken.
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In 1988, Congress enacted the Insider Trading Securities Fraud Enforcement Act (“ITSFEA”). ITSFEA made three fundamental changes in insider trading law. First, ITSFEA expanded the scope of persons who may be liable for insider trading to include employers, managerial and supervisory personnel and other controlling persons (collectively, “Controlling Persons”). Even if a Controlling Person does not trade while in possession of material, nonpublic information or tip such information, the Controlling Person may be civilly liable to the government in the amount of the greater of $1,000,000 or up to three times the profit realized or loss avoided by the person who made the illegal trades if the Controlling Person failed to take appropriate steps to prevent the violation. Second, ITSFEA requires registered broker-dealers and investment advisers to adopt, maintain and enforce written policies and procedures to prevent the misuse of material, nonpublic information. Third, ITSFEA permits contemporaneous traders to bring private suits for damages against insider trading violators and their Controlling Persons.
In 1990, Congress passed the Securities Law Enforcement Remedies Act, further strengthening the SEC’s arsenal in detecting, deterring and punishing securities law violations.
3. | Key Terms and Concepts. |
“Insiders” of a company are generally its officers, directors, employees and controlling shareholders. In addition, persons outside a company who gain inside information in the course of dealings with that company may be considered “temporary insiders” of the company and thus be bound by the same legal restrictions as traditional insiders. For example, outside financial advisers, investment bankers, lawyers or accountants retained to represent or assist the company on an ongoing basis or in major corporate transactions are insiders for purposes of insider trading laws. Under this analysis, the Firm and its Employees can become temporary insiders of a company if the Firm advises or performs other services for the company. IF YOU RECEIVE MATERIAL, NONPUBLIC INFORMATION REGARDING A COMPANY THAT COMES DIRECTLY OR INDIRECTLY FROM ANY INSIDER (temporary or traditional), DO NOT TRADE IN THAT COMPANY’S SECURITIES IN YOUR PROPRIETARY ACCOUNTS OR FOR ANY CLIENT ACCOUNTS, AND DO NOT DISCUSS THE INFORMATION WITH ANY OTHER PERSON WITHOUT FIRST CONSULTING THE CCO, who may contact the Firm’s legal counsel before determining how to proceed.
“Tipping” is the disclosure of material, nonpublic information about a company or its securities to a third party, when such disclosure is not made strictly for corporate purposes. The disclosure may be made by an insider of the company, by one who has misappropriated the information from the company in question or from another person or company, or by anyone who received information traceable to an insider or one who has misappropriated the information. Those who disclose the information are called “tippers”; those who receive the information are called “tippees.” If you trade on the basis of tipped information, you may incur criminal and civil liability, even if you receive the information second- or third-hand, or more remotely, if the other requirements for finding liability are present. The same legal standards apply to remote tippees. In addition, if you tip information to others, you may be liable for any profits gained or losses avoided by a tippee, even if you did not trade. IF SOMEONE TIPS INFORMATION TO YOU, DO NOT DISCLOSE THE INFORMATION TO ANYONE EXCEPT AS REQUIRED BY THIS STATEMENT. YOU AND THE FIRM MAY BE LIABLE IF ANYONE TRADES ON MATERIAL, NONPUBLIC INFORMATION RECEIVED FROM OR THROUGH YOU.
Trading while in possession of certain nonpublic information is illegal if the information is “material”. Material information is information about a company or its securities of such importance that it has substantial likelihood of altering the “total mix of information” regarding the company. It is information that, if generally known, would affect the market price of the security. Material information can relate to current events or to possible future events. When information relates to a possible future event, materiality is determined by balancing the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the company’s activities. The more likely it is that an event will occur, the less significant the event needs to be for the information to be deemed material; the more significant the event, the less likely the probability of its occurrence needs to be for the information to be deemed material. Whether a particular item of information is material may depend on how specific it is, the extent to which it differs from public information, and its reliability in light of its source, its nature, and the circumstances under which it was received.
If a transaction in which you are involved becomes the subject of scrutiny by the SEC, the materiality of any inside information will be evaluated with 20/20 hindsight, and the mere fact that someone traded while in possession of the information will contribute to the conclusion that it was material. WHEN IN DOUBT, ASSUME INFORMATION IS MATERIAL.
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Information that Employees should consider material includes, among other things, information about earnings estimates; changes in previously released earnings estimates; manufacturing problems; changes in control or management; mergers; acquisitions; tender offers; joint ventures; changes in assets; major litigation; liquidity problems; significant new products, discoveries, services or contracts; the cancellation or loss of significant orders, products, services or contracts; change in auditors or auditor notification that the issuer may no longer rely on an auditor’s audit report; events regarding the issuer’s securities; defaults on senior securities; calls of securities for redemption; repurchase plans; stock splits or changes in dividends; changes to rights of security holders; public or private sales of additional securities; and bankruptcies or receiverships.
Material information can also relate to events or circumstances affecting the market for a company’s securities. For example, a reporter for the Wall Street Journal was criminally liable for disclosing to others the dates that articles about various companies would be published in the Wall Street Journal and whether those reports would be favorable or not.
You should refer any questions concerning whether certain information is material to the CCO, who may contact the Firm’s legal counsel before determining how to proceed.
“Nonpublic” information is information that has not been disseminated in a manner that makes it available to public investors generally. If information is being disseminated to traders generally by brokers, FCMs and institutional analysts, such information would be considered public unless there is a reasonable basis to believe that such information is confidential and came from an insider. Information that has been selectively disclosed to a few analysts or investors is not public. Public information is information that has been disclosed in a manner sufficient to ensure that it is available to the investing public, such as by disclosure in a report filed with the SEC or publication in the Dow Jones broad tape, Reuters Economic Services, the Associated Press or United Press International wire services, newspapers of general circulation in New York City, or, if the subject company’s operations or stockholders are geographically localized, in local news media, or the electronic media. When information becomes public, persons who were aware of the information when it was nonpublic must wait to trade until the market absorbs the information. The waiting period is at least twenty-four hours, and in some situations longer. You should refer any questions concerning whether certain information has become public to the CCO, who may consult with the Firm’s legal counsel before determining how to proceed.
“Misappropriation” is a basis for insider trading liability that is established when trading occurs based on material, nonpublic information that was misappropriated from another person. This theory can and has been used to reach a variety of individuals who are not traditional or temporary insiders. The Wall Street Journal reporter mentioned above was found by the U.S. Supreme Court to have defrauded the Wall Street Journal when he misappropriated information about upcoming articles from the Wall Street Journal and used the information for trading in the securities markets. Similarly, a partner in a law firm was held to use a “deceptive device” in violation of Exchange Act section 10(b) by misappropriating information from his law firm and the law firm’s client, in breach of his fiduciary duty owed to this law firm and the client, by trading in securities of a company regarding which the client was preparing a tender offer.
Penalties for Insider Trading.
4. | Penalties for trading on or tipping of material, nonpublic information are severe and may include: |
a) | civil injunction |
b) | disgorgement of the profit gained or the loss avoided |
c) | civil penalty of up to three times the profit gained or the loss avoided |
d) | criminal fine of up to $5 million for an individual or $25 million for an entity (in addition to civil penalties based on the profit gained or the loss avoided) |
e) | jail time of up to 20 years |
A company or any manager or supervisor who fails to take adequate steps to prevent illegal trading on, or tipping of, material, nonpublic information is subject to similar penalties. Persons guilty of insider trading violations, whether through actual trading, tipping, or failing to supervise, are also open to private suits for damages by contemporaneous traders in the market.
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In addition, any violation of this Statement may result in serious sanctions by the Firm, including dismissal for cause, suspension without pay, loss of pay or bonus, loss of severance benefits, demotion or other sanctions, whether or not any such violation also constitutes a violation of law. Furthermore, the Firm may initiate or cooperate in civil or criminal proceedings against any Employee relating to or arising from any such violation.
Any SEC investigation, even one that does not result in criminal or civil prosecution, can irreparably damage the Firm’s reputation and an individual’s career. It is essential to avoid even the appearance of impropriety.
B. | Procedures to Implement the Firm’s Policies against Insider Trading. |
The Firm has established the following procedures to help Employees avoid insider trading, and to help the Firm to prevent, detect and impose sanctions against insider trading. Every Employee must follow these procedures. If you have any questions about the procedures, you should consult the CCO.
1. | Identify Material, Nonpublic Information. |
Before trading for yourself or others (including Proprietary Accounts or Client Accounts) in the securities of a company about which you may have received potential inside information, consider the following questions:
a) | Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Would this information affect the market price of the securities if it were generally known? Could this information cause investors to change their trading? |
b) | Is the information nonpublic? To whom has it been provided? Has it been filed with the SEC? Has it been effectively communicated to the marketplace by being published in Reuters Economic Services, The Wall Street Journal or other publications of general circulation or appearing on the wire services or electronic media? |
2. | Avoid Using or Disclosing Material, Nonpublic Information. |
If you believe that you may have come into possession of material, nonpublic information, or if you believe the Firm’s activities may have created material, nonpublic information, you should take the following steps:
a) | Immediately cease all trading in securities of the company that is the subject of the material, nonpublic information, including trading on behalf of the Firm, Client Accounts and Proprietary Accounts. In addition, after you receive the information, there should be no trades in securities of the company in question in the accounts of your Family Members or other relatives, business associates, or friends. |
b) | Immediately cease recommending any transaction in any of the securities of the company in question to anyone, including Client Accounts, other Employees, Family Members and other relatives, business associates and friends. This prohibition includes making any comment about the company that could in any way be interpreted as a recommendation. Do not solicit clients or potential clients to buy or sell the securities of the company in question. |
c) | Do not discuss the material, nonpublic information with anyone except as required by this Statement. Do not refer to the information in hallways, elevators, stairways, restaurants, taxis or any other place where you may be overheard. |
d) | Immediately inform the CCO of all details of the situation, so that appropriate security procedures can be implemented Firm-wide. |
3. | Restrict Access to Material, Nonpublic Information. |
If appropriate, the Firm may adopt some or all of the following procedures while anyone in the Firm is in possession of material, nonpublic information. The Firm may use additional measures to address specific situations.
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a) | Procedures for handling documents containing material, nonpublic information, including prohibitions on removing them from the office, limiting copying and distribution within the office, keeping them off desk tops and conference tables when not in use, shredding them on disposal, and other measures to protect them from being read accidentally by anyone without a lawful need to know the information. |
b) | Restrictions on physical access to areas of the Firm where material, nonpublic information may be discussed or stored, including locking file cabinets and doors and a system of visitor passes or other restrictions for non-Employees. |
c) | Computer access security measures, such as passwords on files or limited access to terminals through which material, nonpublic information can be obtained. |
d) | Trading restrictions, including temporary Firm-wide bans on trading in the securities to which the material, nonpublic information relates or management review of all Employee trades in certain securities. |
4. | Contacts with Third Parties. |
Employees should direct requests for information from third parties such as the press and analysts to the CCO, who may consult with the Firm’s legal counsel before determining how to proceed.
C. | Employee or Family Member Serving as Director, Officer or Consultant. |
From time to time, an Employee may serve as a director of a company in which the Firm has a securities position, to monitor, preserve, protect or enhance the value of the position for the benefit of Client Accounts or for other similar purposes. In addition, from time to time, Family Members of Employees may serve as directors, officers or consultants for companies in which the Firm has a securities position. During these periods, the Firm may take additional precautions to ensure that inadvertent violations do not occur and to avoid the appearance of impropriety.
1. | Notice. |
An Employee must inform the Firm immediately if the Employee or any of his or her Family Members serves or is about to serve as a director, officer or consultant of a company that issues securities.
2. | Restrictions on Trading Without Advance Approval or During Black-Out Periods. |
When an Employee or a Family Member of an Employee serves as a director, officer or consultant of a company, the following procedures apply:
a) | No Employee or Family Member of that Employee may trade in the securities of the subject company for Client Accounts or for his or her Proprietary Account without the prior consent of the CCO, who may consult with the Firm’s legal counsel. |
b) | No Employee may trade in the securities of the subject company for Client Accounts or for his or her Proprietary Account during any “black-out” period or similar period of trading restrictions established by the subject company and applicable to its directors, officers or consultants. |
D. | Client Serving as Director, Officer or Consultant. |
From time to time, a client of the Firm may serve as a director, officer or a consultant for companies in which the Firm or an Employee has a securities position. During these periods, the Firm may take additional precautions to insure that inadvertent violations do not occur and to avoid the appearance of impropriety.
1. | Notice. |
An Employee must inform the Firm immediately if
a) | the Employee becomes aware that any client of the Firm serves or is about to serve as a director, officer or consultant to any company that issues securities that are publicly traded or |
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b) | the Employee obtains any material, nonpublic information from such a client. |
2. | Restrictions on Trading Without Advance Approval or During Blackout Periods. |
When a client of the Firm serves as a director, officer or consultant of a company, the Firm may require procedures such as those set forth above regarding advance approval in "blackout" periods for trading in securities of the company for which the client serves as a director, officer or consultant.
E. | Supervisory Procedures. |
The Firm’s supervisory procedures have two objectives: preventing insider trading and detecting insider trading.
1. | Preventing Insider Trading. |
To prevent insider trading, the Firm is taking steps, such as adopting and implementing this Statement, to familiarize Employees with the nature of insider trading and with the Firm’s policies and procedures relating to insider trading. The Firm also will review this Statement on a regular basis and update it as necessary. The Firm has designated the CCO as the person responsible for answering questions about material, nonpublic information and insider trading and tipping. The Firm will help Employees to determine whether information is material and nonpublic.
If the Firm determines that an Employee has material, nonpublic information, the Firm will take the measures described above to prevent dissemination of such information and restrict trading in the securities to which the information relates and access to the information. Finally, the Firm will advise Employees when and if it is permissible to trade in such securities. Generally, a reasonable period (at least 24 hours) must pass for the marketplace to have an opportunity to evaluate and respond to the information before trading will be permitted.
2. | Detecting Insider Trading. |
To detect insider trading, the Firm has adopted the policies and procedures relating to personal securities transactions by the Firm’s Employees and Family Members set forth in the Personal Securities Transaction section. You should direct any questions about these policies and procedures or how they apply in particular situations to the CCO.
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PERSONAL SECURITIES TRANSACTIONS
A. | Personal Trading Accounts and Reports. |
1. | On receiving this Statement, each Employee must identify to the CCO all of the Employee’s and the Employee’s family members’ brokerage accounts (“Proprietary Accounts”) including, but not limited to, IRA, Roth IRA, and taxable accounts, unless the Employee has already done so. The Employee also must provide to the Firm an Initial Holdings Report disclosing the securities held in each Proprietary Account. The form of Initial Holdings Report is attached as Exhibit B. |
2. | Each Employee must arrange for duplicate copies of all brokerage statements relating to each of his or her Proprietary Account (except statements with respect to proprietary accounts holding only open ended mutual funds that are not affiliated with SSI or any of SSI’s affiliates.) to be sent promptly and directly by the brokerage firm or other financial institution where the Proprietary Account is maintained to the Firm, to the attention of the CCO. Under certain situations approved by the CCO, the brokerage statements may be delivered to SSI by the Employee. |
3. | Each Employee must report to the CCO any private securities transactions that are not carried out through brokerage accounts. |
4. | Quarterly, each Employee must certify to the Firm that he or she has complied with this Statement during the quarter. The Employee must certify that all security transactions are reflected in the account statements provided to the Firm during the period and that as of the date of the certificate, all such information is accurate and complete. If such information is incomplete or inaccurate as of the date of the certification, the Employee must update or correct the information. The form to use for this purpose is attached to this Statement as Exhibit C. |
5. | Annually, each Employee must certify to the Firm that he or she has complied with this Statement. The Employee must certify that all Security transactions are reflected in the account statements provided to the Firm during the year and that as of the date of the certificate, all such information is accurate and complete. If such information is incomplete or inaccurate as of the date of the certification, the Employee must update or correct the information. The form to use for this purpose is attached as Exhibit C. |
B. | Personal Trading Approvals. |
All Employees are considered Access Persons. No Securities transactions for Proprietary Accounts may be effected without the prior approval of a Personal Trading Authorizer. Any transaction may be cancelled at the end of the day by the CCO or allocated to a Client Account at the CCO’s discretion. This policy applies equally to securities acquired in initial public offerings and private placements. This policy does not apply to (1) open-ended mutual funds (other than those that are affiliated with SSI (American Beacon and Morningstar) or any of SSI’s affiliates), (2) closed-ended funds, (3) Exchange Traded Funds (ETF’s) (other than those that are affiliated with SSI (First Trust) or any of SSI’s affiliates), and (4) any derivative of (1), (2), and (3). Personal Trading Authorizers cannot approve any transaction for their own Proprietary Accounts. The form of Personal Securities Trading Request is attached as Exhibit D. If an Employee receives approval to trade a security, he or she must complete that trade not later than the close of trading on that trading day.
In general, for all trades requiring approval, the Personal Trading Authorizers prefer a position to be held at least 30 days in a Proprietary Account.
When an Employee recommends that a security be bought or sold for a Client Account, the Employee must disclose to the CCO if a position in that security is then held in any of the Employee’s Proprietary Accounts. The CCO may restrict the Employee from buying or selling that security for any Proprietary Account until a specified period of time after the orders for Client Accounts have been filled and there is no buying or selling program in progress.
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C. | Review of Personal Trading Information. |
All statements and other information will be reviewed on a test basis to monitor compliance with this Statement. The Firm reserves the right to require an Employee to reverse, cancel or freeze, at the Employee’s expense, any transaction or position in a security if the Firm believes such transaction or position might violate this Statement or appears improper. Except as required to enforce this Statement or to participate in any investigation concerning violations of applicable law, the Firm will keep all such information confidential.
D. | Client Priority. |
Employees must give first priority to all purchases and sales of securities for Client Accounts before executing transactions for Proprietary Accounts, and must conduct their personal trading in a manner that does not conflict with the interests of any Client Account. Although it is not possible to list all potential conflicts of interest, each of the following acts always is prohibited:
1. | Knowingly purchasing securities for Proprietary Accounts, directly or indirectly, without making a good faith determination whether those securities are appropriate for investment by a Client Account and, if they are appropriate, without equitably allocating the investment to Client Accounts first, on the basis of such considerations as available capital and current positions, and then to Proprietary Accounts; |
2. | Knowingly purchasing or selling securities for Proprietary Accounts, directly or indirectly, in a way that adversely affects transactions in Client Accounts; |
3. | Using knowledge of securities transactions by a Client Account to profit personally, directly or indirectly, by the market effect of such transactions; and |
4. | Giving to any person information not generally available to the public about contemplated, proposed or current purchases or sales of securities by or for a Client Account, except to the extent necessary to effectuate such transactions or with the approval of the CCO. |
E. | Front Running. |
Without the prior written approval of the CCO, no Employee may execute a transaction in a security for a Proprietary Account if the Employee is aware or should be aware that an order for a Client Account for the same security, same way, remains unexecuted or the Firm is considering same-way trades in the security for Client Accounts. Transactions in options, derivatives or convertible instruments for a Proprietary Account that are related to a transaction in an underlying security for a Client Account (“inter-market front running”) are subject to the same restrictions.
F. | Restricted List. |
Certain transactions in which the Firm engages or other circumstances may require, for either business or legal reasons, that any Client Accounts or Proprietary Accounts do not trade in certain securities for specified periods. A security will be designated as “restricted” if the Firm is purchasing or selling or considering purchasing or selling that security for Client Accounts, is involved in a transaction that places limits on the aggregate position held by Client Accounts or Proprietary Accounts in that security, or if trading in a security should be restricted for any other reason. Such securities will appear on a restricted list (the “Restricted List”) that will be circulated to all Employees by the CCO. The Restricted List is confidential and no information about the Restricted List may be disclosed to anyone outside of the Firm.
All Employees should consult the Restricted List before placing any order for the purchase or sale of securities. No Employees may engage in any trading activity with respect to a security, or an option, derivative or convertible instrument related to that security, while that security is on the Restricted List, except with the prior written approval of the CCO.
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G. | Principal Transactions. |
Neither the Firm nor an Employee may engage in principal transactions between a Proprietary Account and a Client Account without first obtaining the prior written approval of the CCO and the written consent of the Client Account.
H. | Private Placements. |
As in the case of publicly traded securities, neither an Employee nor any of his or her Family Members may acquire Beneficial Ownership of any security in a private placement without the prior approval of a Personal Trading Authorizer. Examples include, but are not limited to, the purchase of private stock, the purchase of interest in a LP, LLP, LLC or an investment that has an offering document. The form of Personal Securities Trading Request is attached as Exhibit D. The Personal Trading Authorizer will promptly notify the Employee of approval or denial of clearance to trade. If an Employee receives approval to trade a security he or she must complete that trade not later than the close of trading on the trading day of the approval. Under certain conditions CCO may give more time for security execution.
I. | Initial Public Offerings. |
Neither an Employee nor any of his or her Family Members may acquire any Beneficial Ownership of any security in an initial public offering without the prior approval of a Personal Trading Authorizer. The form of Personal Securities Trading Request is attached as Exhibit D. The Personal Trading Authorizer will promptly notify the Employee of approval or denial of clearance to trade. If an Employee receives approval to trade a security he or she must complete that trade not later than the close of trading on the second trading day following the approval. Under certain conditions CCO may give more time for security execution.
J. | Manipulative Practices. |
Section 9(a)(2) of the Exchange Act makes it unlawful for any person, acting alone or with others, to effect a series of transactions in any security registered on a national securities exchange creating actual or apparent active trading in such security or raising or depressing the price of the security, for the purpose of inducing the purchase or sale of such security by others. Rule 10b-5 under the Exchange Act has been interpreted to proscribe the same type of trading practices in OTC securities.
These prohibitions against manipulative trading practices mean that no Employee should, alone or with others, for either a Client Account or a Proprietary Account, engage in trading or apparent trading activity in a security for the purpose of:
1. | Inducing the purchase or sale of such security by others; or |
2. | Causing the price of a security to move up or down, and then taking advantage of such price movement by buying or selling the security at the “artificial” price. |
Price changes resulting from supply and demand are not prohibited. Therefore, buy or sell programs may cause security prices to rise or fall without violating securities laws. Section 9(a)(2) prohibits activity that has the purpose of affecting the price of a security artificially through trading or apparent trading, not otherwise lawful activity that has the incidental result of changing the supply or demand or the intrinsic value of a security.
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CODE OF EMPLOYEE CONDUCT
A. | Outside Activities. |
All outside activities of an Employee that involve a material time commitment, provide for compensation to the Employee or involve employment, teaching assignments, lectures, publication of articles, or radio or television appearances, must be approved in advance by the CCO. The CCO may require full details about the outside activity, including the number of hours involved and the compensation to be received. Before accepting an appointment as an officer or director in any business, charitable organization or non-profit organization, an Employee must obtain approval from the CCO.
B. | Conflicts of Interest. |
It is a violation of an Employee’s duty of loyalty to the Firm for that Employee, without the prior written consent of the CCO, to:
1. | Rebate, directly or indirectly, to any person or entity any compensation received from the Firm; |
2. | Accept, directly or indirectly, from any person or entity, other than the Firm, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Firm or a Client Account; or |
3. | Beneficially own any security of, or have, directly or indirectly, any financial interest in, any other organization engaged in any securities, financial or related business, except for Beneficial Ownership of not more than 4.9 percent of the outstanding securities of any business that is publicly owned. |
C. | Communications. |
Each Employee must ensure that communications (whether written or oral) regarding the Firm, the Investment Funds or any Client Account to Investors, clients, prospective Investors or clients and regulatory authorities are accurate. The CCO supervises the appropriate Employees and, if the CCO deems appropriate, any third-party service provider (such as an administrator, accountant or law firm), in reviewing any account statement, offering materials, periodic letters to Investors or clients or potential Investors or clients, published prior performance and advertisements.
D. | Protection of Client Assets. |
No Employee shall use client assets for his or her own purpose or benefit or receive client assets for any reason. Any Employee who knows or has reason to believe that another Employee has engaged in such behavior must immediately report such information to the CCO. Any Employee who accidentally receives client assets should immediately (and in any event within two days) return such assets to the person from whom they came.
E. | Confidentiality, Proprietary Data and Privacy of Customer Personal Information. |
1. | Proprietary Data; Confidentiality. Any information regarding advice furnished by the Firm to Client Accounts, the Firm’s recommendations, analyses and other proprietary data or information about the Firm or Client Accounts is strictly confidential and may not be revealed to non-authorized third parties. Such information is the property of the Firm. Disclosing such information to any third party, without the permission of the CCO, is grounds for an Employee’s immediate dismissal. This confidentiality obligation continues even after the termination of employment. |
2. | Privacy of Customer Personal Information -- Information Security Program. It is the Firm’s policy to protect, through administrative, technical and physical safeguards, the security and confidentiality of financial records and other nonpublic personal information concerning Client Accounts (including in each case, Investors, if applicable, potential Client Accounts and Investors and former Client Accounts and Investors). This includes protecting against any anticipated threats or hazards to the security of such information and unauthorized access to or use of such information. See Privacy Notice as Exhibit G. |
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a) | The Firm has designated the Director of Information Technology to coordinate its information security program. In so coordinating the program, the Director of Information Technology may (i) assess existing risks to nonpublic personal information, (ii) develop ways to manage and control these risks, (iii) monitor third-party service provider arrangements to ensure information security, and (iv) test and revise the program in light of relevant changes in technology and threats to Client Account and Investor information. |
b) | Identifying Internal and External Risks to Customer Information. The Director of Information Technology reviews reasonably foreseeable internal and external risks to the security, confidentiality and integrity of customer information, including risks relating to (i) Employee training, (ii) changes to the Firm’s information systems, including network and software design, information processing, storage, transmission and disposal, and (iii) procedures to detect, prevent and respond to attacks, intrusions or other system failures. The Director of Information Technology assesses the likelihood and potential damage of these risks and the sufficiency of any safeguards in place to control these risks. The Director of Information Technology meets periodically with Employees to review and implement the program and is available to answer questions regarding the program. |
c) | Information Safeguards. Employees may not disclose the identity, affairs or investments, or other personal information, of any Client Account or Investor, potential Client Account or Investor or former Client Account or Investor to anyone outside of the Firm, except as may have been authorized by the client or Investor or as may be required in servicing the Client Account or Investor (such as disclosure to a brokerage firm at which such Client Account is held) or for the business of the Firm (such as to the Firm’s auditors and lawyers or as required by law). Employees should direct to the CCO any questions about whether information is confidential or any disclosure is permitted. This confidentiality obligation continues even after the termination of employment. |
To protect the confidentiality of the Firm’s confidential and proprietary information and the confidentiality of existing, former or potential Client Accounts and Investors, Employees should take the following additional security precautions:
• |
Documents containing confidential and proprietary information may not be taken from the Firm’s offices without the prior consent of the CCO, and any copies removed from the Firm’s offices must be returned promptly. Photocopies of confidential and proprietary information may be made only as required, and all copies and originals of such documents must be disposed of in a way that keeps the information confidential, such as shredding. SSI contracts with a shredding company. SSI maintains two locked shredding containers which are picked up monthly and a certificate of proof of shredding is received. All paper copies of confidential and proprietary information must be kept off desk tops, conference tables or any other place, when non-accompanied, where such copies would be visible to persons who are not authorized to have access to such information.
|
• | All computer drives containing confidential and proprietary information must be accessible only by the use of passwords issued by the Firm, and all authorized users of such computer drives must log off when leaving a terminal through which they are authorized to access any such computer drive. |
• | Physical access to any non-electronic confidential and proprietary information must be limited by either locking or monitoring access to the offices and storage areas where such information is located. |
The Director of Information Technology regularly tests and otherwise monitors the effectiveness of the Firm’s information safeguards and revises them, as necessary. The Firm will notify Employees of any revisions to the safeguards.
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d) | Third Party Service Providers. At times, the Firm may enter into one or more agreements with third parties under which the Firm may provide access to confidential information to those third parties. If this occurs, the Firm will (i) include in the relevant agreements provisions protecting confidential information to the extent required by law, (ii) take reasonable steps to select and retain service providers that can maintain appropriate safeguards for the confidential information at issue and (iii) require these service providers to implement and maintain such safeguards. Employees should direct any questions about these agreements or the disclosure of information pursuant to them to the CCO. |
F. | Evaluating and Updating of the Program. |
The Director of Information Technology and the CCO will evaluate and adjust the Firm’s information security program in light of the results from testing and monitoring the program and any material changes to the Firm’s operations, business arrangements or any other circumstances that may have a material effect on the Firm’s information security program.
G. | Involvement in Litigation/Contacts with the Press. |
An Employee should advise the CCO immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or proceeding of any kind, is served with a subpoena, becomes subject to any judgment, order or arrest, or is contacted by any regulatory authority or the press. Employees should refer all inquiries from all regulatory authorities to the CCO. Employees should refer all inquiries from the press to the Head of Institutional Sales, Marketing & Client Service or CIO.
H. | Favoritism and Gifts. |
An Employee may not seek or accept gifts, favors, preferential treatment, or valuable consideration above $100 in aggregate annually from any one broker, FCM or other company or person involved in the securities industry. Limited exceptions to this policy may be made with the approval of the CCO.
I. | Registration, Licensing and Testing Requirements. |
Each Employee should check with the CCO to ensure that he or she has complied with any applicable registration, licensing and testing requirements required as a result of such Employee’s duties and position. These requirements may arise under the Advisers Act, the Commodity Exchange Act, the ICA, the Securities Act of 1933, the Exchange Act, the Employee Retirement Income Security Act of 1974, rules and regulations adopted by the SEC, the Commodity Futures Trading Commission, the National Futures Association, the Department of Labor, state broker-dealer statutes and state investment adviser statutes.
J. | Qualification of Solicitors. |
The Firm complies with Advisers Act Rule 206(4)-3 regarding solicitation activities conducted by finders or solicitors on behalf of the Firm.
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EXHIBIT A - Certificate of Receipt
Statement of Policies and Procedures
I hereby certify that I have received and read the Statement of Policies and Procedures of SSI Investment Management LLC I have had the opportunity to ask any questions I may have had concerning the meaning or interpretation of such policies and procedures. I understand that such Statement is applicable to me. I agree to comply in all respects with such Statement.
Signed: | |||
Print Name: | |||
Date: |
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EXHIBIT B - Securities Account Disclosure
Form and Initial Holdings Report
SSI Investment Management LLC
9440 Santa Monica Boulevard
8th Floor
Beverly Hills, CA 90210
Dear Chief Compliance Officer:
Attached are complete and accurate lists of (1) all accounts with any brokerage firm or financial institution held in my name or the name of any of my spouse, my minor children, any relatives living with me and any other persons to whom I contribute support, or in which any of such persons has Beneficial Ownership1 and (2) the securities owned in which I, my spouse, my minor children, any relative or relatives living with me and any other person to whom I contribute support, or in which any of such persons has any Beneficial Ownership, over which any of such persons exercises control, with respect to which any of such persons provides any investment advice, or for which any of such persons participates, directly or indirectly, in the selection of securities2.
I understand that you require this list to monitor my compliance with the Statement of Policies and Procedures (the “Statement”) of SSI Investment Management LLC (the “Firm”). I agree to request that all brokerage firms or other financial institutions identified on the attachment and any new accounts opened to furnish the Firm with copies of periodic brokerage statements and any other information concerning activity in any of the listed accounts if such accounts include Securities as defined below.
This information is correct and complete
as of _______________, 20____, which is the date
I became an Employee of the Firm or the date I received the Statement.
Signed: | |||
Print Name: | |||
Date: |
1 “Beneficial Ownership” of a security by a person means that the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares with any other person (1) any pecuniary, financial or other interest in that security, (2) voting power, which includes the power to vote, or to direct the voting of, that security, or (3) investment power, which includes the power to dispose, or to direct the disposition, of that security. A person also has Beneficial Ownership of a security if that person provides any investment advice regarding that security or has the right to acquire that security within sixty days through (A) the exercise of any option, warrant or right, (B) the conversion of a security, (C) the exercise of the power to revoke a trust, discretionary account or similar arrangement, (D) the automatic termination of a trust, discretionary account or similar arrangement, or (E) any other means. Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting that person of Beneficial Ownership of a security as part of a plan or scheme to avoid Beneficial Ownership of that security is nevertheless deemed to have Beneficial Ownership of that security.
2 “Securities” means all investment instruments commonly viewed as securities, including common stock, options, warrants, rights to acquire securities and convertible instruments, as well as exchange-traded funds, commodity futures contracts and commodity options, swaps and other derivative instruments, whether issued in a public or private offering. “Securities” does not include shares of open-end investment companies registered under the Investment Company Act of 1940, as amended, that are not affiliated with the Firm, securities issued by the Government of the United States, bankers’ acceptances, bank certificates of deposit or commercial paper.
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EXHIBIT B (continued) - List of Securities
and Commodities Accounts
AS OF _______________, 20____
FOR
_______________________________
[Name of Employee]
Registered in the Name of: | Financial/Brokerage Institution | Account Number |
If none, initial here: _____________.
SSI Investment Management LLC | |
Issued 6/25/19 | 29 |
EXHIBIT B (continued) - Initial Holdings Report
AS OF _______________, 20____
FOR
_______________________________
[Name of Employee]
Securities Owned | Financial/Brokerage Institution Where Securities Are Held | Account Name and Number |
SSI Investment Management LLC | |
Issued 6/25/19 | 30 |
EXHIBIT C - Certificate of Compliance
I hereby certify that, since the date on which I received a copy of the Statement of Policies and Procedures of SSI Investment Management LLC or the date of my most recent Certificate of Compliance, whichever is later, I have complied in all respects with all such policies and procedures applicable to me.
In particular, I have disclosed to the Firm the existence and location of all securities and commodities trading accounts (including IRA accounts and other retirement accounts) in which I, my spouse, my minor children, any relative or relatives living with me and any other person to whom I contribute support, or in which any of such persons has any direct or indirect Beneficial Ownership1 over which any of such persons exercises control or provides any investment advice, or for which any of such persons participates, directly or indirectly, in the selection of securities2, and I have disclosed to the Firm all transactions in such accounts that include Securities as defined below through the date of this certification. If any such information is incomplete or inaccurate, I have attached to this certificate all documents and information necessary to update or correct any previous disclosures.
Signed: | |||
Print Name: | |||
Date: |
1 “Beneficial Ownership” of a security by a person means that the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares with any other person (1) any pecuniary, financial or other interest in that security, (2) voting power, which includes the power to vote, or to direct the voting of, that security, or (3) investment power, which includes the power to dispose, or to direct the disposition, of that security. A person also has Beneficial Ownership of a security if that person provides any investment advice regarding that security or has the right to acquire that security within sixty days through (A) the exercise of any option, warrant or right, (B) the conversion of a security, (C) the exercise of the power to revoke a trust, discretionary account or similar arrangement, (D) the automatic termination of a trust, discretionary account or similar arrangement, or (E) any other means. Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting that person of Beneficial Ownership of a security as part of a plan or scheme to avoid Beneficial Ownership of that security is nevertheless deemed to have Beneficial Ownership of that security.
2 “Securities” means all investment instruments commonly viewed as securities, including common stock, options, warrants, rights to acquire securities and convertible instruments, as well as exchange-traded funds, commodity futures contracts and commodity options, swaps and other derivative instruments, whether issued in a public or private offering. “Securities” does not include shares of open-end investment companies registered under the Investment Company Act of 1940, as amended, that are not affiliated with the Firm, securities issued by the Government of the United States, bankers’ acceptances, bank certificates of deposit or commercial paper.
SSI Investment Management LLC | |
Issued 6/25/19 | 31 |
EXHIBIT D - Personal Securities
Trading Request Form
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SSI Investment Management LLC | |
Issued 6/25/19 | 32 |
EXHIBIT E - Employee Questionnaire
Name of Employee:
Date of Completion of Questionnaire:
Employee agrees immediately to notify the Chief Compliance Officer at SSI Investment Management LLC if any of foregoing information becomes inaccurate in any respect while Employee is employed by SSI Investment Management LLC Italicized terms are defined at the end of this Questionnaire. One event may result in “yes” answers to more than one of the questions below.
SSI Investment Management LLC | |
Issued 6/25/19 | 33 |
SSI Investment Management LLC | |
Issued 6/25/19 | 34 |
L. | Has a bonding company ever denied, paid out on, or revoked a bond for you? | ☐ | ☐ |
M. | Do you have any unsatisfied judgments or liens against you? | ☐ | ☐ |
SSI Investment Management LLC | |
Issued 6/25/19 | 35 |
EXHIBIT F – Instant Messaging Agreement
I, __________________________, understand that SSI’s Electronic Information and Communication Systems Policy states that instant messaging services other than those provided by SSI, are strictly prohibited. I agree that under no circumstances will I install or utilize such applications without prior written approval of my supervisor.
Should my supervisor agree that I require the use of such an application in order to effectively perform my job duties, I further agree that I will not install the applications myself but will have a member of SSI’s technology staff perform the installation on my workstation. I understand that once such an outside messaging application is installed on my workstation that all messages will be monitored, recorded and archived and that SSI reserves the right to access, review, copy and delete any files and messages sent, received or stored on the systems and to disclose them to any party (inside or outside the company) it deems appropriate.
Employee Name | |||
Employee Signature | |||
Date |
SSI Investment Management LLC | |
Issued 6/25/19 | 36 |
EXHIBIT G – Privacy Notice
SSI Investment Management LLC | |
Issued 6/25/19 | 37 |
What we do | |
How does SSI protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does SSI collect my personal information? |
We collect your personal information, for example, when you
§ Enter into an investment advisory contract § Seek financial advice § Make deposits or withdrawals from your account § Tell us about your investment or retirement portfolio § Give us your employment history
We also collect your personal information from others, such as your custodian firms or other companies that provide services to you. |
Why can't I limit all sharing? |
Federal law gives you the right to limit only
§ sharing for affiliates’ everyday business purposes—information about your creditworthiness § affiliates from using your information to market to you § sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates |
Companies related by common ownership or control. They can be financial and nonfinancial companies. § SSI does not share with affiliates so they can market to you
|
Non-affiliates |
Companies not related by common ownership or control. They can be financial and nonfinancial companies. § SSI does not share with non-affiliates so they can market to you |
Joint Marketing |
A formal agreement between nonaffiliated financial companies that together market financial products or services to you. § SSI does not jointly market. |
SSI Investment Management LLC | |
Issued 6/25/19 | 38 |
DEFINITIONS
CHARGED means being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge).
CONTROL means the power to direct or cause the direction of the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any individual firm that is a director, partner or officer exercising executive responsibility (or having similar status or functions) or that directly or indirectly has the right to vote 25 percent or more of the voting securities or is entitled to 25 percent or more of the profits is presumed to control that company.
ENJOINED includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction or a temporary restraining order.
FELONY, for jurisdictions that do not differentiate between felony or misdemeanor, is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial.
FIRM means a broker-dealer, investment adviser or issuer, as appropriate.
FOREIGN FINANCIAL REGULATORY AUTHORITY includes a foreign securities authority; any other governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of investment-related activities; or a membership organization, a function of which is to regulate the participation of its members in investment-related activities listed above.
FOUND includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments and similar informal resolutions of matters.
INVESTIGATION includes: (a) grand jury investigations; (b) U.S. Securities and Exchange Commission investigation after the “Wells” notice has been given; (c) NASD Regulation, Inc. investigations after the “Wells” notice has been given or after a person associated with a member, as defined in the NASD By-Laws, has been advised by the staff that it intends to recommend formal disciplinary action; (d) formal investigations by other SROs; or (e) actions or procedures designated as investigations by jurisdictions. The term investigation does not include subpoenas, preliminary or routine regulatory inquiries or requests for information, deficiency letters, “blue sheet” requests or other trading questionnaires or examinations.
INVESTMENT-RELATED pertains to securities, commodities, banking, insurance or real estate (including, but not limited to, acting as or being associated with a broker, dealer, issuer, investment company, investment adviser, municipal securities dealer, government securities broker or dealer, futures sponsor, bank or savings association).
INVOLVED means engaging in an act or omission or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act or omission.
JURISDICTION means a state, the District of Columbia, the Commonwealth of Puerto Rico, or any subdivision or regulatory body thereof.
MINOR RULE VIOLATION is a violation of a self-regulatory organization rule that has been designated as “minor” pursuant to a plan approved by the U.S. Securities and Exchange Commission. A rule violation may be designated as “minor” under a plan if the sanction imposed consists of a fine of $2,500 or less, and if the sanctioned person does not contest the fine. Check with the appropriate self-regulatory organization to determine if a particular rule violation has been designated “minor” for these purposes.
ORDER means a written directive issued pursuant to statutory authority and procedures, including an order of denial, exemption, suspension or revocation but does not include special stipulations, undertakings or agreements relating to payments, limitations on activity or other restrictions unless they are included in an order.
SSI Investment Management LLC | |
Issued 6/25/19 | 39 |
PROCEEDING includes a formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign financial regulatory authority, a felony criminal indictment or information (or equivalent formal charge) or a misdemeanor criminal information (or equivalent formal charge), but does not include an arrest or similar charge effected in the absence of a formal criminal indictment or information (or equivalent formal charge).
RESIGN or RESIGNED relates to separation from employment with any employer, is not restricted to investment-related employment, and includes any termination in which the allegations are a proximate cause of the separation, even if you initiated the separation.
SALES PRACTICE VIOLATIONS shall include any conduct directed at or involving a customer which would constitute a violation of: any rules for which a person could be disciplined by any self-regulatory organization; any provision of the Securities Exchange Act of 1934; or any state statute prohibiting fraudulent conduct in connection with the offer, sale or purchase of a security or in connection with the rendering of investment advice.
SELF-REGULATORY ORGANIZATION (“SRO”) means any national securities or commodities exchange, any national securities association (e.g., the NASD) or any registered clearing agency.
SSI Investment Management LLC | |
Issued 6/25/19 | 40 |
MANAGEMENT POLICY
Long-Only Convertible Strategy
SSI Long-Only Convertible portfolios are custom tailored to meet the clients risk tolerance and investment objectives. The portfolios seek to outperform a long-only benchmark established in consultation with the client. SSI’s long-only convertibles emphasize convexity in selecting securities for the portfolio. It is our belief that such securities provide superior risk adjusted returns over the long run.
SSI uses the unique attributes of convertibles, specifically convexity, to give investors the opportunity to reap a steady income stream along with the potential to participate in a rising stock market, while moderating risk and volatility.
SSI is geared towards selecting the most convex securities in the convertible universe. Portfolios are built with diversification in mind and are focused on issues that have positive credit momentum and strong equity fundamentals.
SSI’s Outright Convertible Strategy may utilize convertible bonds, convertible preferreds, mandatory convertibles, bonds with attached warrants, synthetic convertibles and common stock.
SSI’s approach to investing in the convertible securities market is through both a value and growth style of investing. The decision making process is determined by a fundamental approach using bottom-up analysis with regard to specific industries and companies, with a top-down overlay of the economic and interest rate outlook. The credit characteristics of the issuer are reviewed, but the primary consideration in security selection is the equity outlook for the issuer.
The buy focus is on the “mid-market,” i.e., those convertibles selling between 80% and 120% of par. Securities are sold when they reach their price targets, with the proceeds being reinvested. Sector selection is driven by the analysis of the macroeconomic fundamentals that help define the position on the economic and interest rate cycle.
Industry concentration as well as maximum concentration in a single security or credit is decided in consultation with the client. The upper limits for industry and single security concentration are generally 40% and 5% respectively.
Portfolio construction is tailored to the client’s objectives and guidelines. Key elements in the construction of the portfolio are the client’s risk tolerance level, the client’s preference for current income versus principal appreciation and legal regulatory requirements.
Research at the security level of the Outright Convertible Strategies consists of credit ratings, cash flow analysis and interest, liquidity and asset coverage. Other factors include business and industry cyclicality, competitive status, consolidation possibilities, strength of management team and company viability.
SSI closely monitors inflation and interest rates, however, the teams do not develop forecasts. Multiple interest rate scenarios are not projected because the duration is low. While relying on its own research predominantly, the Outright Convertible Team also has access to the multi-member Fundamental Equity Team’s research for additional coverage on sectors, industries and specific securities.
Hedged Convertible Strategy
SSI Hedged Convertible Strategy’s objective is to generate T-Bill plus 300 basis points with low tracking error. The main risk of SSI’s Hedged Convertible Strategy portfolio is valuation contraction. A high portfolio weighted hedge ratio provides substantial protection from adverse developments on both a macro and individual issue basis. SSI maintains a diversified portfolio of hedged convertibles. We do not take concentrated positions that could substantially drive performance.
SSI Investment Management LLC | |
Issued 6/25/19 | 41 |
Management Guidelines:
1) | Generally, all convertible securities are hedged with a short position in common stock; | |
2) | Will generally have a minimum of 50 positions if the market is attractive | |
3) | Minimum issue size of 40 million | |
4) | We may trade ETF’s, CDS’s, swaps, Interest Rate Futures, foreign currency, currency forwards/futures, options (including call writing against the underlying equity), and warrants based on client specific guidelines. |
SSI performs a quantitative, fundamental and economic analysis to determine portfolio objectives and analyze individual positions. The quantitative screening takes into account factors such as yield, premium and delta. The fundamental analysis delves into industry dynamics and drivers and a company’s financial strength and flexibility. It also includes a credit analysis which considers a company’s interest coverage, leverage, asset valuation, market capitalization and cash flow. A broader analysis of the economic conditions and outlook is also performed, along with a review of key liquidity and fund flow factors influencing the convertible market. SSI uses these analyses to determine portfolio objectives such as overall exposure levels and desired bond characteristics. We also use the analyses on an individual position basis to determine the appropriate credit spread and volatility inputs to be used when valuing convertibles. SSI uses an excel-based model that is standard industry-wide.
The following steps are taken to ensure that the above management guidelines are being followed:
1) | SSI’s CIO and Portfolio Management Team review the portfolio overall daily and discuss observations at the morning portfolio meeting. |
2) | SSI’s CIO meets with the Portfolio Team weekly to review: |
a. | investment environment |
b. | investment levels |
c. | new positions |
d. | factors contributing to above or below average performance |
e. | future strategy |
3) | Audit tests of the Investment Guidelines are performed by the CCO as required. |
Flexible Allocation Strategy
SSI's Flexible Allocation Strategy generates returns by investing in Exchange Traded Funds (ETFs) and cash. SSI's proprietary Tactical Asset Allocation model uses momentum, sentiment, and macro factors as well as pattern recognition to guide the asset allocation. The exposure of SSI's Flexible Allocation Strategy to the equity markets will range from 0-100%. Funds not invested in equity or bond ETFs will be held in fixed income securities or a cash substitute. The equity market sensitivity of this strategy changes as the investment level is adjusted.
Manager may manage the Account by generally investing in a portfolio of ETF’s and cash substitute securities. While not a primary objective, the Account may purchase short to intermediate-term U.S. Treasury and/or corporate debt securities.
SSI Investment Management LLC | |
Issued 6/25/19 | 42 |
Core Equity Strategy
SSI’s Core Equity Strategy is an equity portfolio which seeks to outperform the S&P 500 over the long term.
Management Guidelines:
Investable Securities Long positions in common stocks (Domestic and ADR’s) and Exchange Traded Funds (ETF’s)
Security Diversification Wide diversification (typically 80 to 140 securities)
Sector Diversification Maintain exposure to most economic sectors
Style Diversification Growth and Value oriented positions
Investment Levels Remain close to fully invested at most times. May raise cash balances in defensive periods.
The following steps are taken to ensure that the above management guidelines are being followed:
1. | Co-Portfolio Managers review their sector and industry exposures on a regular basis. | |
2. | SSI’s CIO and Portfolio Management Team review the portfolio overall daily and discuss observations at the morning portfolio meeting. |
3. | SSI’s CIO meets with the Portfolio Team weekly to review: |
a. investment environment
b. sector weightings
c. new positions
d. performance of the portfolios and analyst contribution
e. factors contributing to above or below average performance
f. future strategy
4. | Audit reviews of the Investment Guidelines are performed by the CCO as required. |
Balanced Strategy
SSI’s Balanced Strategy is made up of equities and fixed income instruments. Portfolio normally holds 85-140 positions. It seeks to outperform a balanced index (blend of S&P 500 and a Barclay’s Bond Index). The equity portion is made up of the Core Equity Strategy. The fixed income portion may include US Treasury bonds and bills, corporate bonds, municipal bonds, certificates of deposit, preferred stock, mutual funds (including ETF’s and ETN’s) and convertible securities. Please see the management guidelines and the steps taken to ensure those guidelines under the Core Equity strategy.
The Balanced Portfolio complies with the management guidelines that are applicable to the Core Equity strategy.
SSI Investment Management LLC | |
Issued 6/25/19 | 43 |
TRADE EXECUTION POLICY
Portfolio management meetings are held daily. Analyst selections are discussed. SSI’s CIO has veto power over all portfolio selection. As different strategies involve specific procedures, the following procedures are generally followed for our strategies.
· | Portfolio Managers give traders the security to trade, % desired for the related strategy and any price parameters. |
· | Trader uses trading system (FIN & Access) to calculate how many shares to trade for each account. Such calculation also includes how many shares to be delivered to each Prime Broker or Custodian. |
· | Traders, sometimes in conjunction with Portfolio Managers, decide which broker is best suited to make the trade. Orders are entered into a trade log and time stamped. Trades are then placed by the Traders. |
· | Once executed, trades are confirmed as “executed” on the trade log with an average trade price. The Portfolio Manager is informed of any trade that was not fully executed. |
· | Traders enter trades in FIN and print trade tickets. Tickets are given to the Trading Operations Teammember, who checks for accuracy then files. |
· | All Analysts, Portfolio Managers, and CIO receive a position sheet (referred to internally as the “Pairs Report”) each day which reflects all the trades (complete or otherwise) and the price changes from that day. |
· | CIO/Portfolio Manager or authorized designee will sign trade logs before the end of the 2nd business day or will receive an emailed copy of a transactions report the next business day. |
· | At the close of the trading day, the Trading Operations Teammember prepares transaction files for all Prime Brokers and Custodians which include each transaction for the related party. The files are sent to the related Prime Broker and/or Custodian by 4:00 PM PST. |
· | On T + 1, Trading Operations Teammember confirms what was on trade allocation and trade log is verified through DTC. Any discrepancies would be identified in this phase. |
· | If discrepancies occur, Trading Operations Teammember informs trader. If any significant discrepancies occur, both trader and CIO and/or CCO are informed. |
· | Custodian and Prime Brokers may also call the Trader and the Trading Operations Teammember for discrepancies. |
· | Discrepancies are resolved by Trading Operations Teammember. |
· | Trades are again reconciled to the month-end brokerage statement by SSI’s Portfolio Accounting Department. |
· | Portfolio Accounting Associate would bring any significant discrepancies to the Director, Finance and/or the CIO. |
· | CIO spot checks final reports. |
· | The Portfolio Accounting Department reviews the performance of all accounts. |
SSI Investment Management LLC | |
Issued 6/25/19 | 44 |
Long-Only Convertible Accounts:
Where feasible, the trader should batch trades of clients unless the result would have an unfavorable impact on price. When a non-discretionary account is included in a batch with discretionary accounts, the trader must notate the information on the order memoranda in accordance with rule 204-2.
Trades must be allocated equitably to all clients. The trader is responsible for any batched trades and shall provide the broker with information on allocation of the trade.
Portfolio Managers, traders, and analysts meet continually throughout the day due to their physical location and electronic communications.
· | The Portfolio Managers gives the trader the security to buy or sell, percentage desired for the related strategy, and any price parameters. He or she will indicate specific client accounts or indicate for all accounts under the manager’s responsibility. |
· | Traders input these names in the electronic message service to inform the convertible hedge strategy traders of their intent to buy/sell. This process is to safeguard against inadvertent cross trades that have the potential to violate SEC regulations. |
· | Trader uses the trading system (FIN) to calculate how many shares or units to trade for each account and reviews account restrictions based on security type, sector, credit, and cash availability. |
· | Traders, sometimes in conjunction with Analysts, decide which broker is best suited to make the trade. |
· | Once executed, the system generates a trade ticket. The trade ticket is time stamped with all required information including the agreed price, the brokerage firm, the name of the person who made the trade, and any commission data pertinent to the trade. Additionally, the trader may notate other broker’s markets to document the trade evolution. |
· | Allocations to specific accounts are systematically loaded in the portfolio accounting system when the trade moves from order to executed. |
· | The trader prints her trade blotter for all trades, reviews against trade tickets, initials, and files with trade tickets. |
· | On TD the Trading Operations Teammember generates a trade blotter and provides it to the Portfolio Manager for signature and filing with the day’s trade tickets. |
· | On T + 1, Trading Operations Teammember systematically pulls the trade confirmations from DTC into the portfolio accounting system and matches them to the trades executed. Those that match are automatically affirmed. Unconfirmed trade discrepancies are identified in this phase. |
· | If discrepancies occur, Trading Operations Teammember works with the broker and trader to insure proper confirmations are generated. |
· | Trades, income, and market values are reconciled to the month-end custodian records by SSI’s Portfolio Accounting Department. |
SSI Investment Management LLC | |
Issued 6/25/19 | 45 |
TRADE ERROR POLICY
SSI has an obligation to place orders correctly for client accounts. If SSI makes an error while placing a trade for a client account, the error must be reported to the CCO, the trader documents the error and causes SSI to correct the error as quickly as possible after detection. SSI bears all costs of correcting the error. All trade errors resulting in a gain are placed in client accounts. The following are examples of trade errors:
Buying, selling or shorting a security that results in the client account being managed outside of its written investment guidelines or contrary to client instructions (for example, buying a stock that is on the client account’s restricted list, or buying or selling a security that causes the client account to be improperly concentrated in a particular industry or asset class);
1. | Executing a discretionary trade in a non-discretionary account; |
2. | Entering an order as a sell rather than a buy or vice versa; |
3. | Buying or selling the incorrect number of shares (for example, 1,000 instead of 10,000 shares); |
4. | Buying or selling the wrong security (for example, buying ticker symbol ZYX instead of XYZ); |
5. | Buying or selling the correct security in the correct amount, but for the wrong account; |
6. | Incorrectly noting the price executed or stating the wrong account; |
7. | Sending the trade to the wrong broker or FCM; and |
8. | Incorrect allocation. |
In respect to items 6 through 8 if remedied prior to client loss, such transactions would be considered trade breaks in lieu of trade errors.
An investment adviser's use of client assets to correct the adviser’s trading errors without disclosing the corrective action to the client and obtaining the consent of the client may be a breach of the investment adviser's fiduciary duty under the Advisers Act and other applicable laws. In addition, SSI must not disadvantage one client account to make another client account whole. Soft dollars should not be used to cover trade errors. Error correction through the use of a soft dollar arrangement with a broker or FCM is not within the safe harbor provision of Exchange Act section 28(e), because error correction is not a brokerage or research service.
Trade corrections must be completed with a broker and the use of other client accounts is prohibited. The trade error must be documented and then provided to the Chief Compliance Officer for appropriate recordkeeping. Trading errors shall be monitored for patterns that represent a procedural or training issue. Should a pattern become evident, the Head of Trading will discuss with the CCO and others as needed to resolve the issue.
SSI Investment Management LLC | |
Issued 6/25/19 | 46 |
CLIENT ACCOUNT CROSS TRADES
SSI may cause a client account to buy or sell securities directly from or to another client account if such a cross transaction is in the interests of both clients. All transactions in which a security is sold in one account and bought in another account will be conducted on an arm’s length basis using an execution firm at the prevailing market rates. In no situation will SSI receive compensation for such transaction. No cross trade may take place with any client account that is governed by ERISA, is a registered investment company (a mutual fund) or any investment fund of which SSI acts as general partner or any account where the client has restricted cross trades.
SSI Investment Management LLC | |
Issued 6/25/19 | 47 |
TRADE AGGREGATION AND ALLOCATION POLICIES
SSI permits transactions to be aggregated among client accounts, including client accounts that are held by SSI employees or in which SSI employees have a beneficial interest. To ensure that no client account is disadvantaged as a result of such aggregation, SSI has adopted the following policies and procedures. The following 12 procedures are used for all strategies with the exception of the Long-Only Convertible strategy.
1. | SSI discloses its policy regarding the aggregation of securities transactions for client accounts in its Form ADV. |
2. | SSI does not aggregate securities transactions for client accounts unless it believes that aggregation is consistent with its duty to seek best execution for client accounts and is consistent with the Investment Management Agreement for client accounts for which securities transactions are aggregated. |
3. | No client account is favored over any other client account, and each client account that participates in an aggregated securities transaction participates at the average share price for all transactions in the security for which that aggregated order is placed on the day that such aggregated order is placed (other than with respect to de minimis discrepancies). Each client pays its own transaction costs based on that client’s negotiated (or clients directed) commission rate. |
4. | As it relates to equity trading, SSI’s trading staff prepares, before entering an aggregated securities transaction, a written allocation statement specifying the participating client accounts and how SSI intends to allocate the transaction among those client accounts, and such statements as well as any record of deviation are maintained in SSI’s records for at least five years (the first two years in SSI’s office) and such records are easily accessible. |
5. | If an aggregated securities transaction is filled in its entirety, it is allocated among client accounts in accordance with the allocation statement, and if the order is partially filled, it is allocated pro rata based on the allocation statement. |
6. | A securities transaction may be allocated on a basis different from that specified in the allocation statement, if all client accounts receive fair and equitable treatment and if the reason for the different allocation is explained in writing and is approved in writing by the CIO no later than one hour after the opening of the markets on the trading day following the day the order is executed. |
7. | SSI’s books and records separately reflect, for each client account participating in any aggregated securities transaction, the securities held by or bought or sold for that account. |
8. | Funds and securities of client accounts participating in an aggregated securities transaction are deposited with the custodian for each such client account, and neither cash nor securities belonging to any client account participating in such transaction is held collectively any longer than is necessary to settle the transaction on a delivery versus payment basis; and cash or securities held collectively for client accounts participating in such transaction are delivered to the custodian for each such client account as soon as practicable following settlement. |
9. | SSI receives no additional compensation or remuneration of any kind as a result of aggregating securities transactions for client accounts. |
10. | The CCO annually reviews SSI’s aggregation procedures to ensure that they are adequate to prevent any client account from being systematically disadvantaged as a result of the aggregation of securities transaction. |
11. | Separate employee accounts that are not client accounts are not included in any aggregated securities transaction. |
12. | Generally, all trades are executed as a block trade where the allocation is distributed pro-rata. |
SSI Investment Management LLC | |
Issued 6/25/19 | 48 |
Long-Only Convertible Accounts:
Although each client account will be individually managed, SSI will often purchase and/or sell the same securities for many clients on the same day. When possible, SSI will aggregate the same transactions in the same securities in accounts where SSI has discretion to direct brokerage. Accounts in an aggregated transaction will each receive the same price per share or unit. If accounts have directed brokerage, such accounts may not be aggregated in the trade and they may pay a different price per share or unit and commission. If SSI is unable to fill an aggregated transaction completely in a single trading day, all accounts will receive a pro rata portion of the total units executed.
Although SSI attempts to allocate new issues on a pro-rata basis among accounts for which the new issue is appropriate, it is possible for a variety of reasons that SSI will not allocate new issues on a pro rata basis. Examples include, but are not limited to, cash requirements and account specific restrictions. These restrictions, established by the client, may be based upon industry, sector, and risk tolerance. The portfolio manager will indicate an interest in the allocation only if he or she believes the security is appropriate for the account based on these guidelines. If a client account is custodied at a brokerage firm that is a selling group member for an underwriter, the client account may not be eligible to participate in the purchase of such securities. Because clients have different investment strategies and objectives, it is possible that SSI may be purchasing or holding a security for one client, and selling the same security for another client.
If SSI is unable to fill an aggregated transaction of a new issue completely, but intends to build up the position over time, SSI will make a pro rata allocation of the partially filled transaction based on the PMs initial indication. In the event that the initial indication exceeds weight in the relevant benchmark for the strategy by 2X, the allocation would be capped at 2X the benchmark weight. When an eligible account is too small to have a pro-rata allocation due to trading costs, whole bond constraints, or other de minimus reasons, it may receive an allocation larger than other accounts.
If SSI is unable to fill an aggregated transaction of a new issue completely, and does not intend to build up the position over time, SSI will make a pro rata allocation of the partially filled transaction based on the PMs initial indication if the allocation received was 15% or larger than the total indication. When a new issue allocation is less than 15% of the total indication, it will use a random number generator to list the order in which the participating accounts are to be filled. Accounts would then be filled in the order generated by the random number system at fixed allocation of .50% until all shares/bonds in the partially filled transaction have been allocated. While SSI believes this system fairly treats all suitable accounts, there is no assurance that all accounts will share equally in profits or losses from these transactions.
Notwithstanding the foregoing, if SSI should determine that special circumstances exist whereby the trade allocation should be determined in a manner other than as set forth above, the allocation of such trade shall be given by SSI in good faith. These allocations will be approved by the CIO.
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NEW ISSUE POLICY
SSI does not invest in common stock equity securities that are part of initial public offerings, or “New Issues”. Under the New Issue Rule Section 3(a) (11), New Issues do not include offerings of convertible bond and convertible preferred securities.
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COMMISSION POLICY
Clients may elect directed brokerage based strategy involved.
A. | Directed Brokerage |
A client may elect to designate one or more Brokers through which SSI will be instructed to execute and clear all portfolio transactions with respect to the client’s account. Clients should consider that such a designation may result in higher commissions or less favorable execution of its transactions than would be the case if SSI were free to use other Executing Brokers.
If requested by the client, SSI assists in the negotiation of commission rates on behalf of the client with the Brokers selected by the client to levels which SSI believes are competitive with rates charged by comparable firms for similar services.
Clients should take into account that designation of a Broker without SSI’s assistance in negotiating commission rates may result in higher commissions than would be the case if SSI were free to negotiate commissions with the designated Broker.
B. | Non-Directed Brokerage |
A client may elect to clear all portfolio transactions with respect to its account, through one of SSI’s “Prime Brokers” or the clients custodian. In this event, SSI will have the ability to execute securities transactions on behalf of the account through either the Prime Broker or any other registered broker-dealer selected by SSI as the “Executing Broker,” with such transactions cleared through the Prime Broker/custodian and the securities delivered to the Prime Broker/custodian.
SSI allocates portfolio transactions to its Prime Broker and Executing Brokers based on SSI’s evaluation of their capability to provide the best execution (i.e., the best overall cost or proceeds to the client). Factors considered include the execution capability of the broker, the ability and willingness of the broker to facilitate the transaction by participating for its own account, the broker’s familiarity with sources from or to whom particular securities might be purchased or sold, the broker’s ability to provide research services (see soft dollar policies), and the quality and continuity of service rendered by the broker with regard to SSI’s clients.
C. | Execution Services. |
1. | Introduction. |
SSI must execute securities transactions for client accounts so that client accounts’ total costs or proceeds in each transaction are the most favorable under the circumstances. The lowest possible commission cost is not by itself the determinative factor. The brokerage transaction must represent the best qualitative execution for the client account, based on such factors as the efficiency of execution, the timing of the transaction, the price of the security purchased or sold, the commission rate, and the financial responsibility and responsiveness of the broker or FCM.
An investment adviser is required to implement procedures that allow the adviser to satisfy its obligation to obtain best execution. SSI conducts periodic evaluations of execution and the brokerage and research services provided by brokers and FCMs with whom it places client orders to determine if SSI is achieving best execution in client transactions. As part of those evaluations, SSI considers alternative brokers and FCMs, market makers and market centers. SSI also analyzes conflicts of interest resulting from receiving services from brokers and FCMs, such as soft dollar payments for research and other services.
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2. | Execution Policies. |
SSI may pay a brokerage commission in excess of that which another broker or FCM might charge for effecting the same transaction if SSI determines in good faith that such commission is reasonable in relation to the value of the brokerage, research, other services and soft dollar relationships provided by that broker or FCM, viewed in terms of either the specific transaction or SSI’s overall responsibilities to the portfolios over which SSI exercises investment authority. In addition, the research and other benefits resulting from a brokerage relationship benefit all client accounts or SSI’s operations as a whole, including client accounts that direct SSI to use a broker or FCM that does not provide soft dollar benefits.
3. | Procedures for Evaluating Execution Services. |
At least annually, the CCO in conjunction with some members of the portfolio management team evaluate the trade execution services SSI receives from the brokers and FCMs it uses to execute trades for client accounts, including comparing those services to the services available from other brokers and FCMs. The CCO also determines that SSI’s execution practices are consistent with disclosures in its Form ADV and evaluates any conflicts of interest those practices may raise.
Long-Only Convertible Accounts:
A. Directed Brokerage:
1. Client designation of a broker should be in writing; the written statement should include an acknowledgment by the client that SSI cannot negotiate commission discounts, the amount of commissions may be higher and the price may be less favorable than if SSI had freedom of choice with respect to the brokerage firm, and the amount of commission discount that the client has authorized.
2. If only a specified amount of brokerage is to be directed to a designated broker, the portfolio manager should notify the Trading Department. The Trading Department should establish procedures to ensure a timely ending of the designated brokerage when the target has been reached.
3. Even if an account subject to ERISA designates a particular brokerage firm, SSI still is responsible under ERISA for assuring that the amount paid for brokerage commissions and other goods and services is reasonable and that best execution is sought.
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SOFT DOLLAR POLICY
For the use of soft dollars under section 28-e of the securities and exchange act of 1934:
1. | The CCO keeps a list of all products and services which have been provided to it through “soft dollar” arrangements and their intended use. |
2. | SSI can demonstrate that products and services qualify as research and that any allocation of use thereof have been made in good faith. |
3. | SSI discloses its soft dollar practices in Item 12 of its Form ADV Part 2, as amended from time to time. |
4. | SSI continues to review regulation and guidance regarding soft dollar arrangements and the safe harbor provision of Section 28-e of the Securities Exchange Act of 1934 and makes changes to its policies accordingly. |
5. | SSI does a comprehensive review on no less than an annual basis to determine the effectiveness and value of the research for continuation of the arrangement. |
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RECONCILIATION PROCEDURES
SSI performs and reports account valuation, performance analytics and reconciliation for all managed portfolios on a monthly basis. Preliminary reconciliations are performed on a daily basis in the Operations Department, which include all trade activities, corporate actions, and client capital contribution/withdrawals. Final reconciliations are performed in the Portfolio Accounting Department at month end.
Type of Transaction | Source of Information/ Data | Time of Entry into FIN | Time of Entry into SSI Capital Spreadsheets & QuickBooks |
Capital Contribution or/ Withdrawal | Prime Brokers/ Consultant/ Custodian/ Client | Effective date or when account's cash is credited/ debited | At month-end, entered on accrual basis; Contributions effective 1st business day of month and Withdrawals effective LAST business day of month for LP’s |
Securities Transactions | SSI Trading Dept./DTC | Trade date/T+1 | Month-end |
Futures/Swaps/ CDS Transactions | SSI Trading Dept./Prime Broker/IDC/ Custodians | Trade Date | Month-end |
Stock Splits/ Stock Dividends | Bloomberg/IDC/Prime Brokers/ Custodians | Paid Date/Posted Date | N/A |
Exchanges/ Spin-off/ Tender | Bloomberg/IDC/Prime Brokers/ Custodians | Paid Date/Posted Date | N/A |
Cash Dividend Income/ Expense | Prime Brokers/Custodian/ Bloomberg | "as of" Paid Date | Daily or Month-end |
Dividend Income/ Expense Accruals | Prime Brokers/Custodian/ Bloomberg/ IDC | Ex-Date | Daily or Month-end |
Class Action Proceeds | Check received from claims file | End of month, "as of" Paid Date | Month-end and reclassified at year end |
Bond Amortization/Accretion | Realized Report for closed positions, quarterly basis. Working Appraisal Holdings Report for open positions at year end | N/A | Reclassified at year end |
Interest on T-Bills that serve as a collateral for futures position | Working Appraisal Holdings Report | Paid Date-Rollover | Month-end |
Cash & Bond Interest Income/ Expense | Bloomberg/IDC/Prime Brokers/ Custodians | Trade date if related to a trade, otherwise "as of" Paid Date for Bond Interest Income/ Expense, End of Month for Cash Interest/ Expense | Trade date if related to a trade, otherwise "as of" paid date for Bond Interest Income/ Expense, end of month cash interest/ expense |
Cash & Bond Interest Accruals | Bloomberg/IDC/Prime Brokers/ Custodians | Daily for bond Interest, End of Month for cash |
End of Month - cash
Daily - bond interest |
Miscellaneous Expense | Prime Brokers/Bloomberg/Custodian | End of month, "as of" Paid Date | Daily or End of Month |
Advisory & Performance Fee Accruals | Fees calculated using SSI's or custodians NAV | End of Month | Mgmt. fees, calculated qrtly in advance as prepaid fees and amortized monthly. Performance fees (Hedge LP Only) accrue monthly and collected at year-end or at termination. |
Professional Fees | SSI estimates accruals & Billing invoices | Post on Paid Date as Fees paid/ Expense withdrawal/ Accrue Monthly | Estimated monthly accruals, adjusted when insufficient |
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A. | Preliminary Reconciliation – Operations Department |
1. | Securities Transaction: |
On “trade date +1”, SSI reconciles all security transaction files against DTC. On a daily basis, all securities, futures, swaps, CDS and corporate action transactions are verified against Bloomberg, Prime Broker and/or Custodian. Any preliminary discrepancies are researched and revised with the Prime Brokers or Custodian on T+1. At the end of the month, cumulative month-to-date activities and prices are reviewed and finalized.
B. | Final Reconciliation – Portfolio Accounting Department |
1. | Account Reconciliation: |
Reconciliation includes cash equivalents, positions held, and total market value. Reconciliation includes identifying variances to the exact transaction and following the variances through clearance. No variation should remain open more than 30 days without escalation to management.
When an account is fully reconciled and the worksheet completed, the preparer must initial the worksheet, update the reconciliation file with the completion date and deliver the worksheet, statement and FIN backup to the manager. The manager is responsible to review the items and initial the worksheet.
Accounts may be reconciled to trade date or settlement date depending upon the custodian accounting method and the client requirements. Many institutional clients require trade date accounting while brokerage and personal accounts may be reconciled to settlement date.
It is important to note that the custodian records contain the actual cash and positions available. Even when there is an error in the custodian processing, the actual securities reflected on the statements are the securities that are available to our portfolio managers to sell. For this reason, errors must be cleared quickly and accurately. It is not sufficient to identify a variance in the holdings, the transaction that caused the variance must be found and the item must be cleared.
2. | Account Valuation and Performance Analytics: |
All account valuation and performance returns (gross and net of all fees) are calculated daily and finalized at the end of the month. Portfolio Accounting performs full equity reconciliation against the monthly statements from Prime Brokers and/or Trust Company. In addition to full month-end reconciliation, the Portfolio Accounting department will notify the Operations department of any discrepancies to be adjusted for the current month. Portfolio Accounting also verifies all monthly performance returns against preliminary returns and relative benchmarks. Any discrepancies are researched and related to the appropriate department.
3. | File Back-up: |
SSI runs daily back-ups on all network and system files. All portfolio holdings including cash and equivalents, valuation and performance results are archived at the end of the month.
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PORTFOLIO VALUATION POLICY
SSI performs a preliminary pricing of all portfolios on a daily basis in order to monitor existing positions, investment levels and performance. To ensure the most accurate valuation possible, SSI performs a final pricing of portfolios on a monthly basis, with full reconciliation to the Prime Broker and/or Custodian by the Portfolio Accounting Department.
In the month-end valuation of portfolios, SSI uses the following sources:
INVESTMENT SECURITY | PRICING SOURCE |
Common Stocks | |
Exchange Traded | Bloomberg/IDC |
Over-the-Counter | Bloomberg/IDC |
American Depository Receipts | Bloomberg/IDC |
Convertible Preferreds | |
Exchange Traded | NYSE/Active Institutional Dealer/IDC |
Over-the-Counter | Active Institutional Dealer/IDC |
Convertible Bonds | |
Over-the-Counter | Active Institutional Dealer/IDC |
Corporate Straight | |
Over-the-Counter | TRACE/Active Institn’l Dealer/IDC |
Index Futures, Options, SWAPS, and CDSs | Custodian/Bloomberg/Active Institutional Dealer/IDC |
Synthetics | Bloomberg/Active Institutional Dealer/IDC |
Money Market Funds | Custodian/Prime Broker |
Government Securities | Bloomberg/IDC |
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Convertible Securities:
Assets held are priced daily, weekly and at month end. Asset master data on the portfolio accounting system include: Price History, Price Source and Price Vendor.
Convertible securities are priced daily using a dollar nuke formula.
Each Friday and month end, all securities held by client accounts are downloaded and sorted by Price Vendor. The Price Vendor represents the underwriting or other broker active in the issue. At market close, the vendor prices for all assets held are printed, retrieved, or downloaded.
Our portfolio accounting system vendor, FIN, provides outside vendor (IDC) pricing for approximately 85% of assets held. Operations staff input the bid levels for those assets not priced by IDC with those provided by Active Institutional Dealers. If several Institutional Dealers are active, it is customary to use the Institutional Dealer with the most accurate price based on most recent trading activity. Notwithstanding the foregoing, if SSI should determine that special circumstances exist whereby the value of an asset in a portfolio should be determined in a manner other than as set forth above, the value of such asset shall be given the value assigned by SSI in good faith. Any such changes in final pricing must be approved by the Director, Portfolio Accounting.
Once manual pricing is complete, systems reports are generated that provide assets with price variances greater than 0.5%. Operations and portfolio management staff review this report for validity and reasonableness. Additionally, a second download is generated to insure that no security prices were omitted.
Before market trading begins on the first business day after pricing, all price valuations are downloaded a third time and matched to those provided by the pricing vendors, regardless of pricing source. Any asset with a variance greater than 0.5% between price vendors is validated through multiple sources to insure that the price used is accurate.
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PROXY VOTING POLICIES AND PROCEDURES STATEMENT
This Statement of Policies and Procedures (this “Statement”) sets forth the policies and procedures of SSI Investment Management LLC (the “Firm”) with respect to proxy voting. This Statement does not attempt to describe every regulatory and compliance requirement applicable to proxy voting, but rather summarizes some of the issues involved and establishes general rules and procedures. Although this Statement expressly addresses proxy voting, the policies and procedures set forth herein apply to any solicitation of votes with respect to securities held in a Discretionary Account (as defined below), such as, for example, the solicitation of the consent of the holders of fixed income securities to a proposed restructuring.
A. | Certain Definitions |
“Client” means any person (including any Investment Fund) to which or for whom the Firm provides investment advisory services.
“Discretionary Account” means the investment portfolio of any Client with respect to which that Client has granted the Firm (a) discretionary proxy voting authority, or (b) discretionary investment authority without expressly retaining proxy voting authority. All Investment Funds are Discretionary Accounts.
“Investment Fund” means any United States or non-United States investment fund or pool of which the Firm serves as general partner, managing member or investment adviser or in a similar capacity.
“Non-Discretionary Account” means the investment portfolio of any Client with respect to which that Client (a) has granted the Firm discretionary investment authority but has expressly retained proxy voting authority, or (b) has not granted the Firm discretionary investment authority or discretionary proxy voting authority.
“Proxy Control Associate” means the person responsible for overseeing the adherence to the policies and procedures related to proxy voting.
B. | Use of Proxy Voting Service. |
The Firm has retained the services of Institutional Shareholder Services, “ISS.” which provides research and recommendations on proxy voting issues. Institutional Shareholder Services has authority to vote the proxies for each Discretionary Account, in accordance with the Proxy Voting Policies set forth below.
From time to time, SSI reviews the policies and procedures that Institutional Shareholder Services has adopted and implemented to insulate Institutional Shareholder Services’ voting recommendations from incentives to vote the proxies to further their relationships with issuers.
C. | Discretionary Accounts. |
For all accounts SSI has voting authority, the Firm will instruct each custodian for a Discretionary Account to deliver to Institutional Shareholder Services all proxy solicitation materials received with respect to that Discretionary Account. Institutional Shareholder Services will review the securities held in its Discretionary Accounts on a regular basis to confirm that ISS receives copies of all proxy solicitation materials concerning such securities.
The Firm, through Institutional Shareholder Services, will vote all proxies on behalf of Discretionary Accounts after carefully considering all proxy solicitation materials and other available facts. The Firm has instructed Institutional Shareholder Services to make all voting decisions on behalf of a Discretionary Account based solely on the determination of the best interests of that Discretionary Account. The Firm will use reasonable efforts to respond to each proxy solicitation by the deadline for such response. The Proxy Control Associate may designate an appropriate employee of the Firm to be responsible for ensuring that all proxy statements are received and that the Firm responds to them in a timely manner.
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1. | Company Information. The Firm, through Institutional Shareholder Services, will review all proxy solicitation materials it receives concerning securities held in a Discretionary Account. Institutional Shareholder Services evaluates all such information and may seek additional information from the party soliciting the proxy and independent corroboration of such information when Institutional Shareholder Services considers it appropriate and when it is reasonably available. |
2. | Proxy Voting Policies. |
a) | The Firm will vote FOR a proposal when it believes that the proposal serves the best interests of the Discretionary Account whose proxy is solicited because, on balance, the following factors predominate: |
(i) | the proposal has a positive economic effect on shareholder value; |
(ii) | the proposal poses no threat to existing rights of shareholders; |
(iii) | the dilution, if any, of existing shares that would result from approval of the proposal is warranted by the benefits of the proposal; and |
(iv) | the proposal does not limit or impair accountability to shareholders on the part of management and the board of directors. |
b) | The Firm will vote AGAINST a proposal if it believes that, on balance, the following factors predominate: |
(i) | the proposal has an adverse economic effect on shareholder value; |
(ii) | the proposal limits the rights of shareholders in a manner or to an extent that is not warranted by the benefits of the proposal; |
(iii) | the proposal causes significant dilution of shares that is not warranted by the benefits of the proposal; |
(iv) | the proposal limits or impairs accountability to the shareholders on the part of management or the board of directors; or |
(v) | the proposal is a shareholder initiative that the Firm believes wastes time and resources of the company or reflects the grievance of one individual. |
c) | The Firm will ABSTAIN from voting proxies when the Firm believes that it is appropriate. Usually, this occurs when the Firm believes that a proposal holds negative but nonquantifiable implications for shareholder value but may express a legitimate concern. |
d) | From time to time, Institutional Shareholder Services provides to the Firm more detailed proxy voting guidelines, in accordance with this section C(2), the most recent version of which SSI maintains and will be followed by Institutional Shareholder Services when voting proxies. |
3. | Conflicts of Interest. Due to the size and nature of the Firms’ operations and the Firm’s limited affiliations in the securities industry, the Firm does not expect that material conflicts of interest will arise between the Firm and a Discretionary Account over proxy voting. The Firm recognizes, however, that such conflicts may arise from time to time, such as, for example, when the Firm or one of its affiliates has a business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re appointment as a director of a company. If a material conflict of interest arises, the Firm will vote all proxies in accordance with section C(2). The Firm will not place its own interests ahead of the interests of its Discretionary Accounts in voting proxies. When voting proxies, the Firm does not consider any conflicts of interest that any other affiliate of a client (such as another service provider to an investment company client) may have. |
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If the Firm determines that the proxy voting policies in section C(2) do not adequately address a material conflict of interest related to a proxy, the Firm will provide the affected Client with copies of all proxy solicitation materials received by the Firm with respect to that proxy, notify that Client of the actual or potential conflict of interest and of the Firm’s intended response to the proxy request (which response will be in accordance with the policies set forth in section C(2)), and request that the Client consent to the Firm’s intended response. With respect to any Investment Fund of which the Firm serves as manager or general partner or in a similar capacity, the Firm will provide the foregoing notices to all investors in the Investment Fund and request the consent of a majority in interest of such investors. If the Client (or a majority in interest of the investors in an Investment Fund) consents to the Firm’s intended response or fails to respond to the notice within a reasonable period of time specified in the notice, the Firm will vote the proxy as described in the notice. If the Client (or a majority in interest of the investors in an Investment Fund) objects to the Firm’s intended response, the Firm will vote the proxy as directed by the Client (or a majority in interest of the investors in an Investment Fund).
4. | Shareholder Proposals by the Firm. The Firm will submit a shareholder proposal on behalf of an Investment Fund only if the Firm believes that the proposal would provide a substantial overall benefit to the Investment Fund. The Firm will submit a shareholder proposal on behalf of any other Discretionary Account only at the request of the Discretionary Account Client or with that Client’s prior written consent. The Firm will vote any shares in a Discretionary Account on behalf of a proposal submitted by the Firm in accordance with sections C(2), unless otherwise directed by the Discretionary Account Client. |
5. | Proxy Vote Summaries. At the request of a Discretionary Account Client or an investor in an Investment Fund (other than an Investment Fund that is registered as an investment company with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "ICA")(such Investment Fund a "Registered Fund")), the Firm will provide that person with a report summarizing all proxy solicitations the Firm received with respect to that Discretionary Account during the period requested by that person and the action taken by the Firm on each such proxy. Regarding the proxy votes in respect of the portfolio securities in a Registered Fund, the Firm will provide that Registered Fund with the information required to be disclosed by that Registered Fund pursuant to Rule 30b1-4 of the ICA and SEC Form N-PX promulgated thereunder, including: |
a) | The name of the issuer of the portfolio security; |
b) | The exchange ticker symbol of the portfolio security; |
c) | The Council on Uniform Securities Identification Procedures number for the portfolio security (unless not available through reasonably practical means, e.g., in the case of certain foreign issuers); |
d) | The shareholder meeting date; |
e) | A brief identification of the matter voted on; |
f) | Whether the matter was proposed by the issuer or by a security holder; |
g) | Whether the registrant cast its vote on the matter; |
h) | How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and |
i) |
Whether the registrant cast its vote for or against
management.
|
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D. | Non-Discretionary Accounts. |
The Firm promptly will forward any proxy solicitation materials concerning securities held in a Non-Discretionary Account that the Firm receives at least five business days before the applicable proxy voting deadline to the appropriate Client. The Firm will vote any such proxy as directed by that Client. At a Client’s request, the Firm may, but is not obligated to, advise that Client with respect to the voting of any proxy. No advice concerning the voting of any proxy may be provided to any Client unless such advice has been approved by the Proxy Control Associate.
E. | Records. |
The Firm will keep a copy of (a) each proxy statement it receives regarding securities held in Discretionary Accounts, (b) a record of each vote cast by the Firm with respect to securities in each Discretionary Account, (c) any document created by the Firm that is material to the Firm’s decision on voting a proxy or that describes the basis for that decision, (d) each written request from a Discretionary Account Client or an investor in an Investment Fund (other than a registered Fund) for information about how the Firm votes proxies of that Discretionary Account or Investment Fund, (e) each written response by the Firm to any oral or written request from a Discretionary Account Client or an investor in an Investment Fund other than a Registered Fund for such information and (f) with respect to a Registered Fund the information required by section C(5) hereof. The Firm may delegate to a third party the duty to keep the records identified in sections C(5) and E if that third party agrees to furnish such records to the Firm and, with respect to any records pertaining to any Registered Fund, to that Registered Fund, promptly on request, and agrees that such records pertaining to the Registered Fund proxy voting are the property of the Firm and that Registered Fund. Each such record will be maintained by the Firm or such third party for at least six years from the end of the fiscal year during which the last entry is made in that record, and for the first two years in the Firm’s office (or such third party's office, as the case may be). The Firm or such third party may elect not to keep a copy of a proxy statement if it can obtain such statement electronically via the SEC’s EDGAR system.
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ANTI-MONEY LAUNDERING POLICIES AND PROCEDURES STATEMENT
This Statement of Policies and Procedures (this “Statement”) addresses the responsibilities of the employees of SSI Investment Management LLC (the “Firm”) with respect to anti-money laundering activities. This Statement does not attempt to describe every regulatory and compliance requirement applicable to these activities, but rather summarizes some of the legal issues involved and establishes general rules and procedures.
Persons with questions not answered by this Statement should contact the CCO.
A. | The Firm. |
1. | The Firm has appointed a CCO who serves until he resigns or is replaced by the Firm. |
2. | The CCO with the assistance of staff, reviews the government watch lists prepared by the Office of Foreign Assets Control on the Specially Designated Nationals List (at http://www.ustreas.gov/offices/enforcement/ofac/sdn/index.shtml), and compares the names on the watch lists with the names of the Firm’s clients and investors in any SSI Private Investment Partnership. |
3. | An employee of the Firm should immediately notify the CCO if that employee suspects that money laundering activities are taking place in relation to a U.S. Fund or Foreign Fund. Current regulations do not define money laundering activities, but at least the following matters should be reported to the CCO: |
a) | a client or an investor is a bank or other institution that is acting as an agent for an undisclosed principal; |
b) | a client or an investor makes frequent investments/contributions or withdrawals/redemptions, or investments/contributions and subsequent withdrawals/redemptions occur within a short time; or |
a) | a prospective client of the Firm or investor in a U.S. Fund or Foreign Fund is a senior foreign political figure3, immediate family member of a senior foreign political figure4 or close associate of a senior foreign political figure figure5. |
4. | If the CCO becomes aware of any suspicious activity, the CCO will: |
a) | consult with the Firm’s legal counsel; |
b) | if permissible under the contract or other arrangement governing the Firm’s relationship with the suspected client or investor, immediately suspend all activity with respect to the account of the suspected client or investor (including, without limitation, suspending the client’s or investor’s right to withdraw capital from or redeem beneficial ownership interests in that account); |
3A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A “senior foreign political figure” also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
4The “immediate family of a senior foreign political figure” typically includes the figure’s parents, siblings, spouse, children and in-laws.
5A “close associate of a senior foreign political figure” is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
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c) | notify the SEC immediately and act in accordance with any instructions provided in writing by the SEC; and | |
d) | unless otherwise instructed in writing by the SEC, determine whether the Firm should terminate its relationship with the suspected client or investor. |
B. | Investment Funds and Clients. |
1. | If the Firm or any of its affiliates acts as the general partner, managing member or in any other similar capacity with respect to a domestic investment fund (a “U.S. Fund”), the Firm will require that each such U.S. Fund obtain appropriate representations and warranties from prospective and existing investors and: |
a) | If the existing or prospective investor is a natural person, obtain either that investor’s notarized signature on his or her subscription agreement (this option is available only for prospective investors) or a certified or notarized copy of that investor’s driver’s license or passport, unless that investor has previously provided such information to the Firm or the Firm has previously established a substantive relationship with that investor; |
b) | If the existing or prospective investor is an entity (unless shares of that entity are traded publicly in the United States on a national securities exchange), obtain a certified copy of that entity’s charter documents and certificates of good standing, unless (i) that investor has previously provided such information to the Firm, (ii) the Firm has previously established a substantive relationship with that investor, or (iii) the Firm has a reasonable basis upon which to determine the investor’s identity, existence and good faith; |
c) | If the existing or prospective investor is an investment entity, in addition to the documents required by the preceding item b, obtain additional appropriate representations from that investor, which representations should include, among other things, representations that the investor (i) has an appropriate anti-money laundering program that complies with all applicable laws, rules and regulations and is designed to detect and report any activity that raises suspicion of money laundering activities, and (ii) has obtained appropriate background information regarding all of the officers and beneficial owners of the investment entity. |
2. | If the Firm acts as the investment adviser or in any other similar capacity with respect to a foreign investment fund (a “Foreign Fund”), the Firm requires representations and warranties from each such Foreign Fund or its administrator, as appropriate, that the administrator or other person who screens and accepts the subscriptions for that Foreign Fund uses appropriate anti-money laundering procedures and compares the Foreign Fund’s investor list with watch lists described above. |
3. | If the Firm acts as the investment adviser or in any other similar capacity with respect to any other account (separate account/sub-advisory account), the Firm may require representations and warranties from each such client similar to the representations described in sections B.1 and B.2 above, as applicable. |
C. | Meetings. |
The CCO holds a meeting when required with members of the operations department and the relevant marketing staff to discuss this Statement (including modifications to this Statement required by applicable law, rule or regulation), provide updated information regarding the Firm’s anti-money laundering practices (including, if applicable, by providing a copy of the most recent watch lists) and answer employees’ questions regarding the Firm’s anti-money laundering practices.
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RECORDKEEPING AND DOCUMENT RETENTION POLICY & PROCEDURES STATEMENT
Pursuant to Section 204 of the Investment Advisers Act of 1940 and Rule 204-2 promulgated thereunder, SSI maintains current records related to its investment advisory services. All documents must be retained in the office for two complete calendar years, after which period they may be transferred to SSI’s offsite storage. The records below state the required period documents will be maintained.
1. | Financial documentation related to investment advisory services for SSI and the LP’s that SSI acts as investment advisor, (SSI will maintain these items onsite for 2 complete fiscal years then in storage for a minimum of another 4 complete fiscal years.) such as: |
a) | Books of original entry forming the basis of ledger entries |
b) | General ledgers & Trial Balances |
c) | Financial statements (Balance Sheet & Income Statement) |
d) | Bank statements and cancelled checks |
e) | Bills (paid and unpaid) |
f) | Contracts and Agreements with third party vendors |
2. | Organizational documents for SSI and the LP’s that SSI acts as investment advisor, (SSI will maintain these items onsite indefinitely while active and for 3 complete fiscal years after termination) such as: |
a) | Certificate of incorporation |
b) | Partnership agreements |
c) | Minute books |
d) | Stock certificates |
3. | Securities purchase records for all accounts managed, (These records must be retained for a period of 2 complete fiscal years for all accounts onsite, then in storage for another 4 complete years for SMA and LP accounts and 5 complete years for 40 Act Fund accounts.) including: |
a) | Name of client |
b) | Date of transaction |
c) | Name of person who recommended the transaction |
d) | Name of person who placed the trade |
e) | Executing broker or dealer |
f) | Whether trade was discretionary or non-discretionary |
g) | Trade allocation |
h) | Terms of the trade (i.e. buy, sell, security identifier, # of shares, price, commission rate or amount) |
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4. | Records dealing with investment supervisory or management services to a client will be maintained onsite for 2 complete calendar years and in storage for another 4 years for SMA and LP accounts and another 5 years for 40 Act Fund accounts, such as: |
a) | Any instruction (or modification or cancellation of any instruction) received by the adviser from the client concerning the purchase, sale or delivery of any security, including the terms and condition of the instruction, modification or cancellation |
b) | Origins of all written communications received and copies of all written communications sent by the adviser relating to recommendations or advice given or proposed, receipt, disbursement or delivery of funds or securities, or the placing or execution of a securities order |
c) | Each notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication that the adviser circulates or distributes, directly or indirectly, to ten or more persons (other than persons connected with the adviser). SSI must retain all supporting documentation to prove performance or claims. |
d) | Evidence of discretionary authority |
e) | Client listing |
f) | Investment advisory agreements, fee schedules, investment guidelines/restrictions, directed brokerage arrangements and any other form of written agreements (from the time of termination) |
g) | Records of proxy voting on behalf of client |
h) | A copy of each Part II of Form ADV and amendments or revision given to any client or perspective client and a record of the dates and persons to whom such statements were given or offered to be given |
i) | All written acknowledgements of receipt obtained from advisory clients relating to disclosure of solicitor fees paid by the adviser and copies of all disclosure statements delivered to the adviser’s advisory clients by such solicitor |
5. | Documentation on firm’s operating policies and procedures, and code of conduct, including but not limited to the following (SSI will maintain these items onsite in perpetuity or six years after the item is no longer in effect) : |
a) | Personal securities transactions |
b) | Insider trading compliance |
c) | Client complaint file |
d) | Privacy rules |
e) | Proxy voting rules |
f) | Trade allocation policy statement |
g) | Disaster recovery |
h) | Anti-money laundering policy |
i) | Code of ethics |
j) | Best execution policy |
k) | Soft dollar policy |
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l) | Use of electronic data systems |
m) | New issue policy |
n) | Management policy |
A. | Records That Must Be Maintained Indefinitely |
Supporting documentation for advertised performance
B. | Procedures for Maintaining Records of Communication With Clients |
SSI maintains master files for all client accounts in physical and electronic form. Records required to be maintained and preserved pursuant to Rule 204-2, essentially any communication relating to SSI’s business, received in hardcopy is filed in the appropriate master files and may also be saved in electronic format, and records received via e-mail are saved in electronic format and may be printed and filed in the appropriate master files.
C. | Procedures for Storing Records |
Documents are retained onsite and offsite according to Rule 204-2.
D. | E-Mail Record Retention |
All users’ emails are monitored, tracked and archived in real time into an e-mail management, archival and retrieval system hosted offsite with Microsoft O365 which is SEC 17a-4 compliant.
Although users are allowed to delete emails from their mailboxes, an unalterable and undeletable copy is stored with Microsoft O365 which is separate from the working email database.
E. | Instant Messaging Retention |
SSI monitors, captures and archives all instant messaging that occurs between investment staff and all external parties.
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ELECTRONIC RECORDKEEPING PROCEDURES
I. | INTRODUCTION |
A. | Purposes of the Procedures |
1. | The Adviser, as an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), with the Securities Exchange Commission (the "SEC"), is required pursuant to Rule 204-2 under the Advisers Act to make and keep true, accurate and current certain books and records relating to its investment advisory business (collectively, the "Adviser's Records"). Adviser may act as an investment adviser or sub-adviser to one or more investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with the SEC (each a "Fund"), which Fund is required pursuant to Rules 31a-1 & 31a-2 under the 1940 Act to maintain and keep current certain accounts, books and other documents relating to its business (collectively, the "Fund Records"). The Rules permit the Adviser Records and the Fund Records to be kept in electronic format (each Record kept in electronic format, an "Electronic Record" and collectively, the "Electronic Records"). |
2. | The purposes of the Procedures are to: |
a) | Arrange and index the Electronic Records in ways that permit easy location, access and retrieval of any particular Record. |
b) | Enable the Adviser or the Fund, as the case may be, to provide promptly any of the following that the SEC (by its examiners or other representatives) may request: |
i. | A legible, true and complete copy of the Electronic Record in the medium and format in which it is stored; |
ii. | A legible, true and complete printout of the Electronic Record; and |
iii. | Means to access, view and print the Electronic Record. |
c) | Separately store, for the time required for preservation of the original record, a duplicate copy of the Electronic Record. |
d) | Maintain and preserve the Electronic Records so as to reasonably safeguard them from loss, alteration, or destruction. |
e) | Limit access to the Electronic Records to properly authorized personnel, the directors of the investment company (with respect to the Fund Records only) and the SEC (including its examiners and other representatives). |
f) | Reasonably ensure that any reproduction of a non-electronic original Adviser or Fund Record on electronic media is complete, true and legible when retrieved. |
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II. | REQUIRED BOOKS AND RECORDS |
A. | Adviser Records |
The Adviser may prepare and maintain a record in the form of Schedule 1 hereto, which shall identify the Adviser Records and indicate:
1. | If they are kept in electronic format and if so, what format. |
2. | How they are produced. |
3. | Location where they are kept. |
4. | Person responsible for keeping them. |
5. | How they are arranged and indexed. |
6. | How and where the duplicate copies of them are stored separately from the originals. |
7. | How they are safeguarded from loss, alteration or destruction. |
8. | How access to them is limited. |
B. | Fund Records |
The Adviser may prepare and maintain a record in the form of Schedule 2 hereto, which shall identify the Fund Records and indicate:
1. | If they are kept in electronic format and if so, what format. |
2. | How they are produced. |
3. | Location where they are kept. |
4. | Person responsible for keeping them. |
5. | How they are arranged and indexed. |
6. | How and where the duplicate copies of them are stored separately from the originals. |
7. | How they are safeguarded from loss, alteration or destruction. |
8. | How access to them is limited. |
III. | RECORDKEEPING RESPONSIBILITY |
A. | Responsibility |
The Director of Information Technology shall be responsible in maintaining and keeping electronic records and testing the records. The CCO shall conduct periodic reviews of the procedures, and oversee record testing of the electronic records.
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IV. | RECORD TESTING |
A. | Purposes |
The Record Testing of the Electronic Records shall be designed and conducted in a manner reasonably to confirm that each of the purposes of the Procedures as set forth in Part I.A.2 hereof are achieved.
B. | Design and Conduct of Record Testing |
1. | Record Testing of Electronic Records may be on a reasonable sample basis, i.e., exhaustive testing of each Electronic Record is not required. |
2. | The Adviser shall prepare and maintain a record in the form of Schedule 3 hereto, which shall set forth a brief description of the Record Testing for each Adviser Record that is designated as an Electronic Record in Schedule 1 hereto, and the Adviser shall prepare and maintain a record in the form of Schedule 4 hereto shall set forth a brief description of the Record Testing for each Fund Record that is designated as an Electronic Record in Schedule 2 hereto. |
3. | The CCO shall designate those persons responsible for the Record Testing of the Electronic Records identified as described in section Part III.A hereof. |
V. | MAINTENANCE AND AMENDMENT |
A. | Maintenance |
After their initial adoption by the Adviser, who may amend these Procedures from time to time as it deems necessary, desirable or appropriate to fulfill the purpose of these Procedures, or as may be permitted or required by applicable law, regulation or interpretation thereof.
B. | Amendments and Reporting |
Any amendments to these Procedures that affect the Fund or a Fund shall be reported to the Fund's board of directors at its next regular meeting and shall be subject to ratification or revision by the board of directors.
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Schedule 1: Advisors Records
The following table sets forth information required by Part II.A.1-8:
Rule 204-2 | Completed |
Record | Advisor Records |
Format | Electronic documents |
Produced | Generated manually |
Location | G:\_main info\* |
Responsibility | Technology Department |
Index | Logically by type and chronologically |
Backup |
Snapshot to disk
NearLine backups to disk Cloud backup and archive to disk |
BU Storage |
9440 Santa Monica Blvd, 8th floor, Beverly Hills, CA 90210
Microsoft Azure Backup and File Sync |
Safeguard |
3 tier backup
Cloud Backup |
Access | All storage areas are locked and based on access lists |
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Schedule 2: Fund Records
The following table sets forth information required by Part II.B.1-8:
Rule 31a-1
and 31a-2 |
Completed |
Record | Fund Records |
Format | Electronic documents |
Produced | By users through the STARS system |
Location | \\SSIMSSQL02 and FIN |
Responsibility | Technology Department |
Index | In a database using keys |
Backup |
Snapshot to disk
NearLine backups to disk Cloud backup archive to disk |
BU Storage |
9440 Santa Monica Blvd, 8th floor, Beverly Hills, CA 90210
Microsoft Azure Backup and File Sync |
Safeguard |
3 tier backup
Cloud Backup |
Access | All storage areas are locked and based on access lists |
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Schedule 3: Record Testing of Adviser Records
Rule 204-2 | Completed |
Record | G:\_main info\* |
Record Testing Description |
Annually and as needed Recovered to test area (Virtual Environment) and sampled for functionality and accuracy |
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Schedule 4: Record Testing of Fund Records
Rule 31a-1 and 31a-2 | Completed |
Record | \\SSIMSSQL02 |
Record Testing Description |
Annually and as needed Recovered to test area (Virtual Environment) and sampled for functionality and accuracy |
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ELECTRONIC COMMUNICATION AND INFORMATION SYSTEMS POLICY
SSI respects the individual privacy rights of its employees; however, employee privacy does not extend to the use of Company provided equipment or supplies. SSI operates under this policy for several reasons including: (1) to ensure that these systems are only used for business purposes; (2) to follow-up on departing employees' work-in-progress; (3) to ensure that the confidentiality of its trade secrets is being preserved; (4) to monitor employee performance; (5) to maintain the systems; and (6) to monitor our customer service and relations with outside businesses. You should be aware that the following guidelines may affect your privacy in the workplace.
• | SSI’s information/communication systems are intended solely for business use. Although each employee may have individual passwords to access these systems, the systems belong to SSI and the contents are to be accessible at all times by management for any business purpose. The systems may be subject to periodic unannounced inspections, and should be treated like other shared filing systems. All system passwords must be available to management upon request. |
• | Do not assume that messages and files are confidential. SSI has the capability and reserves the right to access, review, copy and delete any files and messages sent, received or stored on the systems and to disclose them to any party (inside or outside the company) it deems appropriate. SSI may utilize or override individual passwords or codes. |
• | Employees may not install personal software on Company computer systems without consent from the manager and technology department. This includes instant messaging software from sources other than those provided by and managed by the Company. If you are an employee who requires one of these services in order to perform your work, the installation of this software must be approved by the employee’s supervisor and that supervisor must notify the Director of Information Technology. NOTE: all use of all such instant messaging services is monitored, recorded and archived. |
• | All electronic information created by any employee using any means of electronic communication provided by SSI is the property of SSI and remains the property of SSI. |
• | Access to the Internet, Web sites and other types of company-provided computer access are to be used for business only. Any information about SSI, its products or services, or other types of information that will appear in the electronic media about the company must be approved by the Director, Institutional Client Service, before the information is placed on an electronic information source. |
• | Any company provided laptops or portable computers are covered by this policy at all times. They are not to be used by employees for personal use. Installing software, tools or services without the consent of the technology department is prohibited. |
• | Employees who misuse these communication systems will be subject to discipline up to and including termination. |
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NETWORK SECURITY POLICIES AND PROCEDURES
A. | Overview |
This policy describes SSI's guidelines with regard to the use of the company's computer networking systems that are not outlined in the E-Mail, Voice-Mail, and Computer Policy document. Those policies are aimed at instructing end users as to their rights and SSI’s accepted use policies. This document outlines the security guidelines and practices employed by the systems’ administrators and engineers.
SSI manages a 50-user local area network utilizing various network and desktop operating systems to provide basic file and print services as well as delivery of both in-house and 3rd party applications. The information and applications stored on this network are valuable to SSI, and as such are protected from loss or damage by threats both internal and external. The following are policies and procedures SSI employs for this protection.
B. | Patching, Mal-ware and Anti-Virus |
The regular application of critical security patches is an important part of SSI’s security procedures. Computers and other electronic devices attached to SSI’s network are regularly maintained including the application of critical security patches within two days after release by the vendor. Other patches not designated as critical by the vendor are applied on a normal maintenance schedule. Patches on production systems (e.g. servers) are applied after regular business hours so as not to disrupt operations.
SSI conducts regular scans of its network to detect known vulnerabilities. These include scans of all LAN equipment as well as review of logs from our firewall, email server and remote access server.
All SSI file servers and workstation computers have SSI's standard, supported anti-virus software installed and scheduled to run at regular intervals. In addition, the anti-virus software and the virus definition files are kept up-to-date. Desktop/server anti-virus definitions are updated upon release from vendor. Virus-infected computers are removed from the network and rebuilt to ensure absolute security. Any activities with the intention to create and/or distribute malicious programs into SSI's networks (e.g., viruses, worms, Trojan horses, e-mail bombs, etc.) are prohibited. Any employee found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.
SSI utilizes a mal-ware scanner to identify and eliminate malicious advertising, phishing and logging programs on users’ workstations. These scans are run periodically and on an as needed basis.
C. | Remote Access |
It is the responsibility of SSI employees, contractors, vendors and agents with remote access privileges to SSI's corporate network to ensure that their remote access connection is given the same consideration as the user's on-site connection to SSI.
Access to any of SSI’s data or services remotely are authorized in advance of set up by an employee’s supervisor. Control of secure remote access is enforced via end to end 448 bit encryption, SSL/TLS intrusion detection, IP address lockout, Multi-Level permission based access, and auto revocation of access rights. All employees using remote access must follow the Password Policies outlined below.
To increase security and reduce administration overhead of remote access policies, SSI has created two classifications of Remote Access:
1. Point to Point (p2p) Hardware Based VPN's - this type of access is only for predetermined services over known ports for specific applications. Approved ports typically consist of RDP and ports used for printing.
2. General Remote Access - SSI no longer allows direct access to any internal data or service from an external network for any individual user. Software VPN’s and connections using any open ports over SSI firewall is prohibited. In order to work remotely, users can only connect via RDP and are only allowed to remote control internal resources. This eliminates the need to govern and administer policies, hardware,
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systems, networks, and software (antivirus) for external environments. With this new method of access, users are required to authenticate on two separate occasions prior to gaining remote control privileges.
Organizations or individuals who wish to implement non-standard remote access solutions to the SSI production network must obtain prior approval from SSI’s Director of Information Technology. Any employee found to have violated any of these policies may be subject to disciplinary action, up to and including termination of employment.
D. | Internal Security |
1. | Password Policies |
The following are general guidelines for password generation given to all employees. These guidelines apply to the password each employee uses to log into SSI remotely. A two factor authentication is required for remote access.
SSI remote access passwords should not be the same as any other passwords used to log into other services or systems. Where possible, don't use the same password for various SSI access needs.
Do not share SSI passwords with anyone, including administrative assistants or secretaries, not even family members. All passwords are to be treated as sensitive, confidential SSI information.
2. | System Backup Policies |
All critical data and program files are backed up Monday through Thursday and stored on site as well as offsite. All critical and non-critical data are backed up every Friday. Friday night backups are to be rotated to a secure off-site location. An additional complete system backup is to be performed on the evening of the last business day of the month. These backups are stored both on-site locally, off-site, and regionally. SSI’s Technology Department is responsible for the completion of these backups and for ensuring their integrity, including performing periodic random testing of data restoration.
3. | Tiered Security Access |
Two systems at SSI employ a multi-level security policy. These are the SSI Trading, Accounting & Reporting System (FIN) and the Quest Modeling System. Users are placed in various categories to determine the range of access they have when they log into the system. Users are to be assigned to these user categories by the Director of Information Technology as approved by department Directors.
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AFFILIATED PERSONS POLICIES AND PROCEDURES
SSI procedures to prevent unlawful transactions with affiliated persons of a client who is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act").
A. | This includes, respectively |
1. | Identification of "affiliated persons" of the Fund within the meaning of Section 2(a)(3) of the 1940 Act4, e.g., because of their relationship to SSI such as ownership, control, status as an officer, director, etc. (each an "Affiliated Person"); and |
2. | Prevention of unlawful transactions by any Affiliated Persons with the Fund, including without limitation transactions prohibited by the following provisions of the 1940 Act and the rules promulgated thereunder: |
a) | Section 17(a) – (purchases and sales of property to or from the Fund; lending to or by the Fund), |
b) | Section 17(d) and Rule 17d-1(a) – (joint enterprises), |
c) | Section 17(e) - (third party compensation) |
d) | Section 10(f) – (purchases from affiliated underwritings), and |
e) | Section 12(d)(3) and Rule 12(d)(3)-1 – (purchases of securities of adviser, etc.) |
B. | The Compliance Program shall use the following procedures to address such compliance items: |
1. | The CCO: |
a) | Upon the initial adoption of these Procedures, shall prepare (or caused to be prepared) a list of the Affiliated Persons ("Affiliated Person List"), and shall notify each listed Affiliated Person related to SSI the obligation to report and seek prior authorization for certain transactions as provided in Section B.2. below; and |
b) | Thereafter, the CCO shall maintain and update (or caused to be maintained and updated) the Affiliated Person List from time-to-time as necessary or appropriate. |
2. | Prior to engaging in any personal transaction with or involving the Fund (except those purchase, redemption, exchange or other transactions that are available without restriction to every other shareholder of the Fund), an Affiliated Person related to SSI shall report the proposed transaction to the CCO in writing, providing all necessary and sufficient information with respect thereto to enable the CCO to make an informed determination as to the lawfulness of such transaction. An Affiliated Person shall not affect any such proposed transaction without the prior express written pre-authorization of the CCO. |
4 "Affiliated person" of another person means (A) any person directly or indirectly owning, controlling, or holding with power to vote, 5 per centum or more of the outstanding voting securities of such other person; (B) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; (C) any person directly or indirectly controlling, controlled by, or under common control with, such other person; (D) any officer, director, partner, copartner, or employee of such other person; (E) if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and (F) if such other person is an unincorporated investment company not having a board of directors, the depositor thereof.
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PRIVATE INVESTMENT PARTNERSHIPS
A. | List of Private Funds. |
1. | Private Investment Partnerships. The Firm currently acts as general partner for an Investment Fund, the SSI Hedged Convertible Opportunity Fund, LP. |
B. | Revision of Offering Circular. |
Revisions to the U.S. Investment Funds' Offering Circulars and Private Offering Memoranda are made (1) as necessary for disclosure of material changes to the Investment Fund’s organization, operations or investment strategies, and (2) as otherwise required by law. The CCO oversees this process, with the assistance of the Firm’s counsel.
C. | Exemption from Federal Securities Registration. |
1. | General. In offering and selling limited partner interest in a U.S. fund or shares in an offshore fund ("Interests") in the United States, the funds take advantage of the so-called “private offering” exemption from the registration requirements of the federal securities laws. This exemption is described in part in section 4(2) of the Federal Securities Act of 1933, as amended (the “1933 Act”). Section 4(2) provides that the registration provisions of section 5 of the 1933 Act do not apply to transactions by an issuer not involving any public offering. The SEC has promulgated Regulation D under the 1933 Act to establish with more certainty when a transaction does not involve any public offering, and the Partnership's offering is made under Rule 506, one of the rules under Regulation D. It allows sales of Interests to an unlimited number of “accredited investors.” Interests are not sold to non-accredited investors without the approval of the CCO. |
The representations in the U.S. Investment Funds' Subscription Agreements and the information requested in the U.S. Investment Funds' Offering Questionnaires are designed to provide documentary evidence of the qualifications of offerees who invest in the Partnership for purposes of compliance with section 4(2), Regulation D and Rule 205-3 under the Federal Investment Advisers Act of 1940 (the “Advisers Act”) (which is further discussed below).
For the U.S. Investment Funds, when subscribers return these documents, a Marketing Associate examines them carefully to ascertain that each subscriber meets all of the net worth and sophistication requirements of section 4(2) and the net worth or minimum investment requirements of Rule 205-3 (as discussed below). After such review, CCO, performs review of completed offering documents. The Firm generally will not accept the subscription of any subscriber who does not meet all of the requirements.
2. | No General Solicitation. No form of general solicitation or advertising may be used in offering or selling Interests. This prohibition precludes any mass mailing, any advertisement, article or notice published in any magazine, newspaper or newsletter, and any seminar or meeting where the attendees have been invited by any mass mailing, general solicitation or advertising. In addition, the Firm uses only the offering materials in soliciting investors. |
The Principals, Executive Officers and Marketing Representatives may make offers to sell Interests. Offers are made only to offerees with whom the Firm or one of its employees has a prior relationship or to whom they have received a private introduction.
3. | Guidelines for Offering Interests. |
a) | The following guidelines must be followed when making an offer of Interests in a U.S. fund: | |
(i) | Before mentioning or sending any material related to a U.S. Investment Fund, including the Offering Circular, to any potential investor, a determination is made that the potential investor would be a suitable investor for the fund. Only after it has been determined that the investment is suitable and the investor or the investor’s personal representative is sophisticated in financial and business matters, is an offer made and the Offering Circular provided. Operations Associates may send an Offering Circular. |
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(ii) | The names of SSI’s funds are not mentioned or suggested in any public medium, including any newspaper, on radio or television, or otherwise. |
(iii) | Careful records of the offering are kept, including the following: |
(a) | Written records are maintained of all information obtained regarding the suitability of each prospective offeree; and |
(b) | Only the Offering Circular is used in soliciting investors and, if any separate brochure is prepared, or quarterly or annual reports are sent to prospective investors, they are reviewed by a senior member of the Institutional Client Service Team, in advance so that among other things, the appropriate legends can be included. |
4. | Hedge Fund Web Sites and Other Databases. There are a number of commercial web sites and other databases that seek information regarding Investment Funds for distribution through a web site, newsletter or other database. Submitting information regarding an Investment Fund to these database providers raises a number of issues regarding the prohibition on general solicitation under the 1933 Act, and the exclusion from mutual fund registration on which the Investment Fund must rely. Therefore, before giving any information about a fund to any database provider, a senior member of the Institutional Client Service Team, reviews the Firm's agreement with the database provider to determine if it is sufficient to require the database provider to comply with the requirements to reduce these risks. |
D. | State Securities Laws Applicable to the Offering ("Blue Sky Laws"). |
The offer and sale of Interests in the United States must also comply with the securities laws of each state where an offeree or subscriber resides or is domiciled. Such laws typically require filings to be made to perfect the “private offering” exemption in that state. Some state laws (such as New York law) require that filings be made or other acts be taken before offers may be made.
The CCO should be advised as soon as possible of the state of residence or domicile of each prospective offeree, the amount that such offeree may invest, the nature of such offeree (that is, individual, corporation, trust or partnership and nature of business) and the accreditation status of each investor, so that, if necessary, counsel can be contacted to can review the applicable state laws and provide advice concerning the requirements for compliance.
E. | Performance Fee Requirements for the U.S. Funds. |
Rule 205-3 of the Advisers Act provides that a performance fee may only be charged to a person who, immediately after entering into the investment advisory contract, has at least $1,000,000 under management of the investment adviser or whose net worth at the time the investment advisory contract is entered into exceeds $2,000,000 (including assets held jointly with such person’s spouse if such person is a natural person and excluding the value of such persons primary residence).
Accordingly, the Firm sells Interests to persons in the United States in the SSI Hedged Convertible Opportunity Fund, L.P. who invest at least $1,000,000 or who have a net worth that exceeds $2,000,000 (including assets held jointly with such person’s spouse and excluding the value of such persons primary residence). In some cases, such as a fund of funds, these tests are applied to each equity owner of the investing entity. The CCO should be consulted if any entities are expected to invest in an Investment Fund.
F. | ERISA Considerations. |
As the funds' Offering Circulars discuss under “ERISA Considerations for Fiduciaries of Employee Benefit Plans,” the investment by certain employee benefit plan investors in a fund can result in the underlying assets of the fund, rather than the Interests held by such employee benefit plan investors, being treated as “plan assets” of such employee benefit plans unless an exemption applies.
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An exemption from the treatment of fund assets as “plan assets” is available if employee benefit plan investors, in the aggregate, own less than 25% of the Interests (excluding Interests held by the Firm or its affiliates, other than through its employee benefit plan). Therefore, unless and until the CCO decides otherwise, subscriptions from any “employee benefit plan investor” will not be accepted if doing so would cause a fund to reach the 25% threshold. For the purposes of the plan asset regulations, an “employee benefit plan investor” includes, in addition to an employee benefit plan, any entity that itself is not an employee benefit plan but in which employee benefit plans have invested 25% or more of the total investment in such entity. The Offering Questionnaires contain questions that are designed to elicit the information necessary to determine if an investor would be considered an “employee benefit plan investor.” For the U.S. funds, an Portfolio Accounting keeps a spreadsheet showing the current calculation.
G. | NASD New Issue Rule. |
Rule 2790 (the “New Issue Rule”) of the National Association of Securities Dealers, Inc. (“NASD”), with certain exceptions, restricts NASD members and their associated persons from, among other things, selling new issues to any NASD member or to any associated person of a NASD member, to any hedge fund manager or to certain other restricted persons (collectively, “Restricted Persons”). The New Issue Rule, however, allows an account beneficially owned by both Restricted Persons and unrestricted persons to allocate up to ten percent of new issue profits to Restricted Persons (including the Firm). As a result, an NASD member is required to obtain a representation from the fund that the fund is eligible to receive new issues under the New Issue Rule.
The Firm does not trade any new issues in its Investment Funds.
H. | Federal Commodities Law Considerations |
The Firm is registered as a Commodity Trading Adviser, and may purchase futures for certain separate account clients that are “qualified eligible persons.” The CCO is responsible for making the required regulatory filings.
I. | Investment Company Act. |
The U.S. Investment Funds rely on Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “ICA”), for an exclusion from the definition of an investment company because they have no more than 100 beneficial owners of their securities and are not making or proposing to make a public offering of their securities. The method of counting beneficial owners is technical and a Portfolio Accounting Associate maintains a calculation from time to time. In addition, if an investment company registered under the ICA acquires or holds five percent or more of the outstanding Interests of an Investment Fund, the Investment Fund may be deemed to be a "portfolio affiliate" of that investment company. Therefore, no mutual funds may purchase Interests without the approval of the CCO.
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J. | Tax Considerations for Foreign Limited Partners of the U.S. Funds. |
Investors who are neither citizens nor residents of the United States and foreign entities that are generally exempt from United States taxation (“Foreign Limited Partners”) may suffer adverse tax consequences by investing in a U.S. Investment Fund. In addition, the Investment Fund may have to withhold each year on a Foreign Limited Partner’s allocable share of the Investment Fund’s income. Therefore, any prospective Foreign Limited Partner is advised in the Investment Fund's Offering Circular to consult its own tax advisers before investing in the Investment Fund, and the CCO will consult with the Firm’s accountants before admitting any Foreign Limited Partner.
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POLITICAL CONTRIBUTIONS POLICIES & PROCEDURES
I. | Introduction |
SSI Investment Management LLC (“SSI”) has adopted these policies and procedures (the “Policy”) as part of its long standing commitment to prevent so-called “pay-to-play” practices, including practices under which direct or indirect payments by investment advisers and certain of their executives, employees or consultants to state and local government officials are perceived to improperly influence the award of government investment business. References to SSI in the Policy shall also apply to its affiliated entities listed on Appendix A. The Policy addresses the requirement of Rule 206(4)-5 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), regarding political activity by investment advisers who do business with government entities. The Policy also addresses the related recordkeeping rules in Rule 204-2 under the Advisers Act. Rule 206(4)-5 prohibits an investment adviser registered with the Securities and Exchange Commission (the “SEC”) from:
· | providing advisory services for compensation to a state or local government entity for two years after the investment adviser or a Covered Associate (as defined below) make a contribution to certain elected officials or candidates of that government entity; |
· | soliciting from others, or coordinating, contributions to certain elected officials or candidates or payments to political parties where the investment adviser is providing or seeking government business; and |
· | providing direct or indirect payments to any third party that solicits government entities for advisory business unless the third party is a registered broker-dealer or investment adviser itself subject to "pay-to-play" restrictions. |
The Policy is not intended to prevent individual employees or consultants from exercising their right as citizens to participate in the political process. Rather, the Policy is intended to: (i) facilitate the exercise of that right within the framework of the requirements of both the applicable law and the applicable provisions of contracts with clients and investors; (ii) avoid the appearance of impropriety by SSI or any SSI employee or consultant covered by the Policy in the exercise of this right; and (iii) assist SSI in becoming aware of and complying with the requirements that may be imposed upon it as a result of political contributions made by its employees and consultants covered by the Policy
II. | Definitions |
A. | Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for: |
1 | The purpose of influencing any election for state or local office or, in the case of someone holding a state or local office, for the purpose of influencing the election of such person to a federal office; |
2 | The payment of debt incurred in connection with any such election; or |
3 | Transition or inaugural expenses incurred by the successful candidate for state or local office. |
Contributions include not only monetary contributions, but also in-kind contributions such as payment for services or use of facilities, personnel or other resources to benefit any state or local candidate campaign, federal campaign if the candidate is holding a state or local office, political party committee, or other political committee or political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code (such as the Republican or Democratic Governors Association), or the inaugural committee or transition team of a successful candidate.
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Volunteer services that do not include in-kind Contributions which are provided to a campaign by employees or Covered Consultants on their own personal time are not treated as Contributions.
B. | Covered Associate means, with respect to any entity listed on Appendix A, any of the following who is a natural person: |
1 | Any managing member or general partner; |
2 | Any president; |
3 | Any vice president or above in charge of a principal business unit, division or function; |
4 | Any other officer or other individual (including a Covered Consultant) who performs a policy making function or person who has a similar status or function to those individuals covered by 1-3 above; |
5 | Any employee or Covered Consultant who solicits a Government Entity and any person who supervises, directly or indirectly, such employee or Covered Consultant; and |
SSI considers all employees to be Covered Associates.
C. | Government Entity means any state or local government; any agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (such as a defined benefit pension plan, separate account or general fund); and any participant-directed plan of a state or local government (such as 529, 403(b), or 457 plans). |
D. | Investment Advisory Services include: |
1 Providing investment advisory services directly to a Government Entity.
2 Being an adviser or sub-adviser to the following types of entities:
a. | An investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), that is an investment option of a participant-directed plan or program of a Government Entity (such as a 529, 403(b), or 457 plan); or |
b. | An investment fund/pool in which a Government Entity invests that is not registered under the 1940 Act. |
E. | Official means any person (including any election committee for the person) who is, at the time of a contribution, an incumbent, candidate or successful candidate for elective office of a Government Entity. |
F. | Payment means any gift, subscription, loan, advance, or deposit of money or anything of value. |
G. | Solicit means: |
1 | With respect to Investment Advisory Services, to communicate, directly or indirectly, for the purpose of obtaining or retaining a Government Client for, or referring a Government Client to, an investment adviser; and |
2 | With respect to a Contribution or Payment, to communicate, directly or indirectly, for the purpose of obtaining or arranging a Contribution or Payment. |
H. | Coordinate means, with respect to Contributions, bundling, pooling, or otherwise facilitating the Contributions made by other persons |
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III. | Policies |
A. | SSI, its employees and its Covered Consultants may not make, direct or Solicit any other person to make, any political contribution or provide anything else of value for the purpose of improperly influencing or inducing the obtaining, retaining or referral of investment advisory services business for SSI from a Government Entity. |
B. | SSI’s employees and Covered Consultants may not make a Contribution greater than $150 to any one Official of a Government Entity per election. A primary election and a general election for the same office are considered different elections. Nonetheless, if someone makes a Contribution to an Official’s primary campaign, that person cannot make another Contribution, if combined with the first Contribution it exceeds $150, to such Official’s general campaign until after the Official wins the primary election. The CCO may approve a Contribution upto $350 per election to an Official that the employee may vote for. |
C. | SSI, its employees and its Covered Consultants may not Coordinate or Solicit any person or political action committee to make any: |
1 | Contribution to an official of a Government Entity to which SSI is providing or seeking to provide advisory services, or |
2 | Payment to a political party of a state or locality where SSI is providing or seeking to provide investment advisory services to a Government Entity. |
D. | SSI, its employees and its Covered Consultants are prohibited from establishing, controlling or being involved with a political action committee that makes Contributions to an Official, or any other entity that makes Contributions to an Official. |
E. | SSI, its employees and its Covered Consultants may not do anything indirectly which, if done directly, would result in a violation of this Policy. For example, an employee may not encourage others to contribute to an Official or funnel payments to an Official through third parties, such as a family member or any entity. |
1 | Any donations made from an account of which a SSI employee or Covered Consultant is a joint holder will be deemed to be made by anyone whose name appears on the check. An employee or Covered Consultant will not be deemed to have made a Contribution drawn from a joint account if he/she (i) does not sign the check, and (ii) blacks out or otherwise removes any mention of his/her name on the check. |
IV. | Procedures |
A. | Pre-Approval of Contributions and Other Political Activities |
1 | SSI, its employees (including spouses and dependent children) and its Covered Consultants must obtain approval from Compliance prior to (i) making a Contribution (including an in-kind Contribution) of any value to an Official, or (ii) participating in any activity for an Official that might be considered Soliciting or Coordinating Contributions. |
a. | Pre-approval must be obtained by submitting a pre-clearance request in the form of Appendix B – “Pre-approval for Contributions”. |
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i. | Compliance will evaluate each request solely for the purpose of determining whether the request is permissible based on the requirements of this Policy and applicable law. Certain jurisdictions may impose more restrictive limits than those in this Policy. |
b. | Coordinating or Soliciting Contributions may include, for example, merely having one's name appear in a fundraising letter or being in anyway involved in a meeting or conference for an Official. |
c. | Pre-approval is not required for Contributions to or activities for candidates for federal office who are not state or local Officials at the time of the Contribution. |
d. | If an employee or Covered Consultant would like to be in anyway involved with a federal-only political action committee, such individual must provide (as part of the pre-approval process) to Compliance a certification or similar documentation from the political action committee stating that it will not make any Contribution to any Official. |
2 | No employee or Covered Consultant may undertake any political election involving an Official. |
(i) | using SSI’s name, |
(ii) | during working hours, |
(iii) | on SSI’s premises and/or |
(iv) | with the use of any SSI equipment, property, funds or personnel. |
3 | Any approval or denial of a Contribution request shall be within the sole discretion of SSI’s CCO or his designee (any of the three Principals); provided, however, that the CCO shall not take into account his personal political views in making any determination. |
B. | Quarterly Political Contributions Certification Form |
1 | At the end of each calendar quarter, each SSI employee and Covered Consultant must complete Appendix C - “Political Contributions Certification Form” in order to certify the capture of information regarding any Contribution to an Official made during that quarter. |
C. | Identifying Covered Associates |
1 | SSI views all employees as Covered Associates. |
D. | Pre-Approval of an Individual Becoming a Covered Associate |
1 | Compliance must review for conflicts anyone becoming a Covered Associate (e.g., by being hired or promoted to certain positions or by Soliciting a Government Entity). |
a. | Prior to approving anyone to become a Covered Associate, Compliance will consider, among other things, the look-back provisions in Rule 206(4)-5. |
i. | There is a two-year look-back period for Covered Associates who Solicit clients on behalf of SSI. |
ii. | There is a six-month look-back period for Covered Associates who do not Solicit clients on behalf of SSI. |
2 | Human Resources will require each prospective employee and Covered Consultants to complete Appendix D - “Political Contributions Disclosure Form”. |
a. | Prior to extending any offer of employment, Human Resources must obtain results of the review from Compliance for the candidate based on his/her answers to such form. |
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E. | Training |
1 | All employees and Covered Consultants will periodically receive training on this Policy. |
F. | Recordkeeping |
1 | Compliance will keep the necessary records based on the information gathered under this Policy in compliance with Rule 204-2 and other applicable law. These records include: |
a. | The name, title and residence addresses of each Covered Associate. |
b. | All direct or indirect Contributions made by SSI or any Covered Associates to an Official, or direct or indirect Payments to a political party of a state or political subdivision thereof, or to a political action committee. |
i. | The records relating to Contributions and Payments will be documented as Appendix E and will list in chronological order and indicate: |
· | The name and title of each contributor; |
· | The name and title (including any city/county/state or other political subdivision) of each recipient of a contribution or payment; |
· | The amount and date of each contribution or payment; and |
· | Whether any such contribution was the subject of the exception for certain returned contributions pursuant to Rule 206(4)-5(b)(3). |
2 | In order to protect the privacy of employees and Covered Consultants, all records obtained pursuant to this Policy shall be treated as confidential and may only be reviewed by person(s) with a "need to know" or for purposes of making necessary disclosures to regulators, if required. |
G. | Addressing Violations |
1 | Any individual who violates this Policy is subject to sanctions by SSI. |
2 | Upon discovering a violation of Rule 206(4)-5, Compliance will consider, among other things, whether the exception under Rule 206(4)-5(b)(3) is applicable, or whether applying for an exemption under Rule 206(4)-5(e) is appropriate. |
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Appendix A to Political Contributions Policies and Procedures
This list shall include SSI and any registered investment adviser that becomes a direct or indirect subsidiary of SSI Investment Management LLC after May 1st, 2013.
As of May 1st, 2013, SSI has no direct or indirect subsidiaries.
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Appendix B to Political Contributions Policies and Procedures
Pre-approval for Contributions
Name: | Month/Year: |
Date | Contribution Amount | Cash/In-Kind | Official/Recipient | State | Authorized Signature |
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Appendix C to Political Contributions Policies and Procedures
Political Contributions Certification Form
I hereby certify that, since the date on which I received a copy of the Statement of Policies and Procedures of SSI Investment Management LLC or the date of my most recent Political Contributions Certification Form, whichever is later, I have complied in all respects with all Political Contributions Policies and Procedures that apply to me.
In particular, I have received approval of all political contributions that require an approval via Appendix B in which I, my spouse, and my dependent children have made.
Signed: | |||
Print Name: | |||
Date: |
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Appendix D to Political Contributions Policies and Procedures
Political Contributions Disclosure Form
Name: ______________________________________
There is a two-year look-back period for Covered Associates who Solicit clients on behalf of SSI.
There is a six-month look-back period for Covered Associates who do not Solicit clients on behalf of SSI.
Covered Associate Solicits clients: yes / no (circle one)
Date | Contribution Amount | Cash/In-Kind | Official/Recipient | State |
Signature: | |||
Print Name: | |||
Date: |
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Appendix E to Political Contributions Policies and Procedures
Political Contributions Form
Covered Associate Name | Title | Official/Recipient | State | Contribution Amount | Cash/In-Kind | Date |
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THIRD-PARTY VENDORS DUE DILIGENCE AND OVERSIGHT
Overview
In an effort to enhance the services provided to a broad range of clients, SSI Investment Management LLC (“SSI”) utilize multiple third-party vendors for a diverse range of services including but not limited to – security & pricing data, market indices, risk models & analytics, order management systems, accounting systems, client relation management system, reporting, and prime brokerage services. Due diligence reviews are required prior to entering into any arrangement with a material third-party vendor. Annual reviews are performed on material third-party vendors. The purpose of this policy is to set forth the guidelines for management and staff to use in establishing and maintaining due diligence policies and procedures in order to safeguard client assets and minimize the risk of operational errors and unanticipated business disruptions.
Risk Assessment
In developing these policies and procedures, SSI considered the material risks associated with its use of material third-party vendors. This analysis includes risks such as:
· | Inadequate due diligence on third-party vendors; |
· | Insufficient details in agreements of third-party vendors’; |
· | Cost of service exceeds benefit of service by third-party vendors’; |
· | Third-party vendors fail to meet their contractual obligations; and |
· | The Employees who utilize services provided by third party vendors do not communicate with the Employees who assess or renew service contracts. |
SSI has established the following guidelines to mitigate these and other risks.
Policies and Procedures
SSI’s Managing Director, Operations will be responsible for the development, implementation, and maintenance of the third-party vendor due diligence and oversight program. As part of this responsibility, Managing Director, Operations will maintain a list of the material third-party vendors as shown below along with the scope of services provided by each.
List of material Third-Party Vendors
DATA | SYSTEMS | |||||||
Security & Pricing Data | Market Indices | Risk Models & Analytics | Order Management System | Accounting System | Reporting | CRM | Prime Brokerage | |
Financial Information Network (“FIN”) | X | X | X | X | X | X | ||
Bloomberg | X | X | X | |||||
ICE Data Pricing and Reference Data, LLC | X | |||||||
Satuit Technologies, Inc. | X | |||||||
Intuit QuickBooks | X | |||||||
Morgan Stanley | X | |||||||
Pershing LLC | X | |||||||
TD Ameritrade | X |
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Due Diligence and Vendor Selection
Managing Director, Operations must conduct due diligence prior to retaining any material third-party vendors that are involved in SSI’s provision of investment advisory services, or that have contact with Clients or Investors. Managing Director, Operations may delegate due diligence to Operations Associate as warranted, but shall be responsible for reviewing the information gathered and making the final recommendations. All due diligence efforts will be documented and provided to the Chief Compliance Officer (“CCO”) before obtaining services from material third-party vendors.
Business Model Review and Vendor Oversight
Managing Director, Operations and/or Operations Associate need to:
o | Ensure that they understand the specific services to be provided; |
o | Ensure that the service provider’s obligations are described in detail in a written contract executed by the provider and SSI; |
o | Ensure that the cost of services paid by SSI is reasonable relative to the value; |
o | Ensure that the service provider is adequately managing operational risk and can continue operations, even during times of market stress or business disruptions. Review the service provider’s documentation of their business continuity plan, disaster recovery plan, cyber security policy as well as the provider’s disaster recovery and cyber security track record; |
o | Review the provider’s service levels at least annually. Such reviews should be completed by March 31st. While such reviews may be informal, Managing Director, Operations will, at a minimum, elicit feedback from those Employees who actually use the services. More detailed reviews of service providers, including on-site visits, may be conducted as necessary. Such reviews may include, as applicable: |
(A) | The service provider’s organizational structure, business concentration and conflicts of interest between the service provider and SSI or Clients; |
(B) | The service provider’s financial stability and institutional resources; |
(C) | The service provider’s internal controls and operational efficiencies; |
(D) | The service provider’s business continuity plans (BCP), disaster recovery plan, cybersecurity policy, audited financial statements, insurance, credit rating and compliance with regulatory requirements; |
(E) | Any anticipated changes that will affect the provider or the services under consideration and any other applicable considerations; |
(F) | The cost of the service; |
(G) | The service provider’s responsiveness to SSI; |
(H) | Whether technology used by the service provider enhances or impedes the services being provided; |
Managing Director, Operations will provide the CCO with copies of review and will notify the CCO about any material findings when each review is complete.
If an Employee believes that a third-party vendor is not meeting its contractual obligations, or is otherwise providing inadequate services, he or she should promptly report the issue to the Managing Director, Operations. Due diligence review of the provider will take place in advance of the decision to renew and/or offer new products and services.
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BUSINESS CONTINUITY STATEMENT
SSI has developed a comprehensive Business Continuity Plan to meet business and system requirements in the event of a local, regional or national disruption.
The plan documents the critical steps and procedures SSI will take to allow for the successful achievement of the following objectives should an unforeseen event occur.
A. | Rapid recovery and timely resumption of critical operations following an internal or external disruption; |
B. | Rapid recovery and timely resumption of critical operations following the loss or inaccessibility of staff at SSI’s primary business location; |
C. | On-going testing which confirms that critical internal and external continuity arrangements are effective and compatible. |
SSI’s policy is to respond to a business disruption by safeguarding employees’ lives and firm property; making timely financial and operational assessments and quickly recovering and resuming operations. Our procedures protect all of the firm’s books and records, and allow SSI’s clients to transact business and remain fully confident in our ability to operate.
SSI’s plan anticipates and plans for two kinds of business disruptions, internal and external. Internal disruptions affect only our firm’s ability to communicate and do business, such as a fire or flood in our building or power loss in our local area. External disruptions prevent the operation of the securities markets or a number of firms, such as a terrorist attack, a city flood, or a wide-scale, regional disruption. Our response to an external disruption relies more heavily on other organizations and systems, especially on the capabilities of our prime brokers.
The CCO is responsible for approving the plan. The Director of Information Technology will conduct the required annual review. The Director of Information Technology and the CCO have the authority to execute the BCP. SSI will maintain copies of its BCP and the annual reviews, and the changes that have been made to it for inspection.
The steps outlined in the plan are designed to enable our firm to meet its obligations to customers in the event of a business disruption.
To obtain a full copy of the Business Continuity Plan, contact Syed Mehdi at (310) 595-2000.
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CYBER SECURITY STATEMENT
Organizations must be increasingly more vigilant on cyber threats to protect sensitive information as hackers and phishing become more prevalent. All companies, small to large, are at risk, and just one breach could have significant consequences. However, effective controls and processes can reduce the likelihood of a breach, improve incident detection and response, and accelerate recovery efforts.
By utilizing CIA (Confidentiality, Integrity, Availability), the security framework intended to guide policies for information security, SSI is better prepared for prevention, detection, and any corrective measures necessary.
Confidentiality: Prevent unauthorized disclosure. Prevention is best achieved through proactive measures. By implementing proper technology, minimizing the external exposure, as well as proper training for individuals against social engineering attacks, SSI can reduce incidents from occurring and deter unauthorized access. Although preventive controls are often set at the perimeter, Cloud technology and remote access have changed traditional boundaries. SSI looks further and protect more by creating protective layers of security. Implementing two-factor authentication and requiring authentication at each layer of entry eliminates unauthorized access.
Integrity: Detect modifications to information. Intrusion detection software helps to monitor and alert the organization of unauthorized activities.
Availability: Provide timely and reliable access to resources. By having proper backups, multiple snapshots, and multiple replicated environments, SSI greatly reduces recovery time and recovery point objectives. Many organizations view corrective controls as solely technical, but they can also be physical, procedural, legal or regulatory in nature. For this reason, SSI has implemented a response team. In conjunction with Business Continuity and Disaster Recovery, these same team members can quickly and effectively mobilize and implement corrective measures.
There is no one-size-fits-all approach to applying security controls and often, the methods used for hacking can change, so an organization must be vigilant in staying in front of these efforts. SSI strives to assess and reassess these risks and maintain an offensive and defensive posture against cyber security.
The CCO is responsible for approving the Cyber Security Plan. The Director of Information Technology will conduct the required annual review. The Director of Information Technology and the CCO have the authority to execute the Cyber Security Plan. SSI will maintain copies of its Cyber Security Plan and the annual reviews, and the changes that have been made to it for inspection.
To obtain a full copy of the Cyber Security Plan, contact Syed Mehdi at (310) 595-2000.
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