N-CSR 1 d817371dncsr.htm N-CSR N-CSR

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-23239

 

 

AMERICAN BEACON INSTITUTIONAL FUNDS TRUST

(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)

 

 

JEFFREY K. RINGDAHL, PRESIDENT

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (817) 391-6100

Date of fiscal year end: October 31, 2023

Date of reporting period: October 31, 2023

 

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 


ITEM 1.

REPORTS TO STOCKHOLDERS.

 


LOGO


About American Beacon Advisors

 

Since 1986, American Beacon Advisors, Inc. has offered a variety of products and investment advisory services to numerous institutional and retail clients, including a variety of mutual funds, corporate cash management, and separate account management.

Our clients include defined benefit plans, defined contribution plans, foundations, endowments, corporations, financial planners, and other institutional investors. With American Beacon Advisors, you can put the experience of a multi-billion dollar asset management firm to work for your company.

Any opinions herein, including forecasts, reflect our judgment as of the end of the reporting period and are subject to change. Each advisor’s strategies and each Fund’s portfolio composition will change depending on economic and market conditions. This report is not a complete analysis of market conditions, and, therefore, should not be relied upon as investment advice. Although economic and market information has been compiled from reliable sources, American Beacon Advisors, Inc. makes no representation as to the completeness or accuracy of the statements contained herein.

 

American Beacon Institutional Funds Trust

October 31, 2023


Contents

 

 

President’s Message

    1  

Market and Performance Overviews

    2  

Expense Examples

    6  

Report of Independent Registered Public Accounting Firm

    8  

Schedule of Investments:

 

American Beacon Diversified Fund

    9  

Financial Statements

    27  

Notes to Financial Statements

    30  

Financial Highlights:

 

American Beacon Diversified Fund

    57  

Federal Tax Information

    58  

Disclosure Regarding the Renewal and Approval of Current Management and Investment Advisory Agreements

    59  

Disclosure Regarding the Approval of New Management and Investment Advisory Agreements

    64  

Results of Shareholder Meeting

    67  

Trustees and Officers of the American Beacon Institutional Funds Trust

    68  

Privacy Policy

    75  

Additional Fund Information

    Back Cover  


President’s Message

 

 

LOGO  

Dear Shareholders,

 

In the words of Theodor Seuss Geisel, the beloved children’s author and cartoonist known as Dr. Seuss, “Only you can control your future.”

 

While we as individuals cannot control everything that’s happening in the world around us or within the global economy and markets, we can take steps to diversify our risk exposure as we seek to preserve and grow our personal savings. By making prudent adjustments to our investment portfolios with the help of trusted financial professionals, we may be better positioned to withstand the negative financial forces we’re likely to encounter in our lifetime – especially during periods like today’s geopolitical turmoil and economic uncertainty.

At American Beacon, we endeavor to provide a broad range of disciplined investment strategies to help you potentially collect the fruits of your labor over the fullness of time. We work diligently to cultivate relationships with the investment managers who serve as sub-advisors to our investment products. Since our firm’s inception as a pension fiduciary in 1986 and the launch of our first sub-advised, multi-manager mutual funds in 1987, we have continued expanding our innovative product offerings. And we are committed to applying a solutions-based, risk-managed approach in our pursuit of institutional wisdom while striving to generate earned alpha and enduring value.

Thank you for entrusting your financial future with American Beacon. For more information about our investment products or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

 

LOGO

Jeffrey K. Ringdahl

President

American Beacon Institutional Funds Trust

 

 

1


Domestic Equity Markets Overview

October 31, 2023 (Unaudited)

 

 

For the 12-month period ended October 31, 2023, domestic equity markets were mostly higher and had a range of risks and rewards under the surface. During the period, the Federal Reserve (“Fed”) continued to tighten monetary policy through six rate hikes totaling 2.25%. The last 0.25% hike in late July culminated in a target policy rate of 5.25% to 5.50% as inflation levels remained uncomfortably above the Fed’s target of 2%. The underlying U.S. economy remained on steady footing – despite many economists forecasting recession – as the unemployment rate remained below 4%, and third quarter U.S. real gross domestic product grew at an annualized rate of 4.9%.

In the U.S., the technology-heavy Nasdaq Composite® was up an impressive 18.0%. The S&P 500® Index was up 10.1% with mixed underlying sector performance. The top-performing S&P sectors, by a significant margin, were Communication Services (up 35.8%) and Information Technology (up 30.8%). Conversely, the worst-performing sectors were Utilities (down 7.7%) and Real Estate (down 6.5%).

From a style standpoint, Growth easily outpaced Value as shown by the 17.3% return for the Russell 3000® Growth Index compared to the Russell 3000® Value Index return of -0.5%.

In terms of market capitalization, small-cap stocks significantly underperformed their larger-capitalization peers, evidenced by the Russell 2000® Index return of -8.6% compared to the Russell 1000® Index return of 9.5%.

 

 

2


American Beacon Diversified FundSM

Performance Overview

October 31, 2023 (Unaudited)

 

 

Selections within the Health Care and Industrials sectors contributed to the Fund’s performance, while selections in the Financials sector detracted from value.

Comparison of Changes in Value of a $10,000 Investment for the period 3/24/2017 through 10/31/2023

 

LOGO

 

Total Returns for the Period ended October 31, 2023

 

      

Ticker

    

1 Year

    

3 Years

    

5 Years

    

Since Inception
03/24/2017

    

Value of  $10,000
03/24/2017-
10/31/2023

AAL Class (2)

     ZABDFX          3.84 %          4.68 %          5.12 %          4.97 %        $ 13,776
                                       

S&P 500® Index (1)

              10.14 %          10.36 %          11.01 %          11.14 %        $ 20,094

 

1.

The S&P 500 Index is an unmanaged index of common stocks publicly traded in the U.S. One cannot directly invest in an index. 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.

 

2.

Performance shown is historical and is not indicative of future returns. Fund performance in the table above does not reflect the deduction of taxes a shareholder would pay on distributions or the redemption of shares. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes only; and as such, the total return based on the unadjusted net asset value per share may differ from the total return reported in the financial highlights.

From a sector allocation perspective, an overweight allocation to the Information Technology sector and an underweight allocation to the Real Estate sector contributed to the Fund’s performance. Conversely, an underweight allocation to the Communication Services sector detracted from performance during the period.

Although economic and market conditions vary from period to period, the Fund’s primary strategy of investing in undervalued companies with above-average earnings growth expectations remains consistent.

 

 

3


American Beacon Diversified FundSM

Performance Overview

October 31, 2023 (Unaudited)

 

 

Top Ten Holdings (% Net Assets)        
U.S. Treasury Bonds, 3.000%, Due 8/15/2052           4.1  
U.S. Treasury Notes, 4.000%, Due 2/29/2028           2.0  
U.S. Treasury Notes, 4.125%, Due 11/15/2032           1.4  
U.S. Treasury Bonds, 2.875%, Due 5/15/2052           1.3  
U.S. Treasury Notes, 3.500%, Due 2/15/2033           1.1  
Microsoft Corp.           1.0  
U.S. Bancorp           0.9  
Vertiv Holdings Co.           0.9  
Elevance Health, Inc.           0.8  
Wells Fargo & Co.           0.8  
Total Fund Holdings      511       
       
Sector Allocation (% Equities)        
Financials           17.9  
Industrials           15.1  
Information Technology           15.1  
Health Care           13.2  
Consumer Discretionary           10.4  
Energy           8.0  
Materials           5.9  
Consumer Staples           5.8  
Communication Services           3.9  
Utilities           2.8  
Real Estate           1.9  
       
Sector Allocation (% Fixed Income)        
U.S. Agency Mortgage-Backed Obligations           41.8  
U.S. Treasury Obligations           37.2  
Financial           6.9  
Utilities           4.4  
Asset-Backed Obligations           3.9  
Consumer, Non-Cyclical           1.6  
Energy           1.5  
Communications           1.0  
Technology           0.8  
Commercial Mortgage-Backed Obligations           0.4  
Consumer, Cyclical           0.3  
Basic Materials           0.1  
Foreign Sovereign Obligations           0.1  

 

 

4


American Beacon Diversified FundSM

Performance Overview

October 31, 2023 (Unaudited)

 

 

Country Allocation (% Investments)        
United States           77.1  
United Kingdom           4.0  
France           2.9  
Japan           2.1  
Canada           2.0  
Germany           1.7  
Netherlands           1.4  
China/Hong Kong           1.3  
Denmark           1.2  
Sweden           1.1  
Switzerland           0.9  
Italy           0.7  
Brazil           0.6  
India           0.6  
Mexico           0.5  
Taiwan           0.4  
Finland           0.3  
Indonesia           0.3  
Ireland           0.3  
Belgium           0.1  
Portugal           0.1  
Republic of Korea           0.1  
Singapore           0.1  
South Africa           0.1  
Spain           0.1  

 

 

5


American Beacon Diversified FundSM

Expense Examples

October 31, 2023 (Unaudited)

 

 

Fund Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees, if applicable, and (2) ongoing costs, including management fees and other Fund expenses. The Examples are intended to help you understand the ongoing cost (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Examples are based on an investment of $1,000 invested at the beginning of the period in each Class and held for the entire period from May 1, 2023 through October 31, 2023.

Actual Expenses

The “Actual” lines of the tables provide information about actual account values and actual expenses. You may use the information on this page, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = $8.60), then multiply the result by the “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The “Hypothetical” lines of the tables provide information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the Fund’s actual return). You may compare the ongoing costs of investing in the Fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs charged by the Fund such as sales charges (loads) or redemption fees, as applicable. Similarly, the expense examples for other funds do not reflect any transaction costs charged by those funds, such as sales charges (loads), redemption fees or exchange fees. Therefore, the “Hypothetical” lines of the tables are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If you were subject to any transaction costs during the period, your costs would have been higher.

 

 

6


American Beacon Diversified FundSM

Expense Examples

October 31, 2023 (Unaudited)

 

 

American Beacon Diversified Fund

 

    Beginning Account Value
5/1/2023
  Ending Account Value
10/31/2023
  Expenses Paid During
Period
5/1/2023-10/31/2023*
AAL            
Actual       $1,000.00       $949.90       $2.06
Hypothetical**       $1,000.00       $1,023.09       $2.14

 

*

Expenses are equal to the Fund’s annualized net expense ratios for the six-month period of 0.42% for the AAL Class, multiplied by the average account value over the period, multiplied by the number derived by dividing the number of days in the most recent fiscal half-year (184) by days in the year (365) to reflect the half-year period.

**

5% return before expenses.

 

 

7


American Beacon Diversified FundSM

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Trustees of American Beacon Institutional Funds Trust and Shareholders of American Beacon Diversified Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of American Beacon Diversified Fund (the “Fund”) as of October 31, 2023, the related statement of operations for the year ended October 31, 2023, the statement of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the two years in the period ended October 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2023 and the financial highlights for each of the two years in the period ended October 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended October 31, 2021 and the financial highlights for each of the periods ended on or prior to October 31, 2021 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated December 30, 2021 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2023 by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

December 27, 2023

We have served as the auditor of one or more investment companies in the American Beacon family of funds since 2016.

 

 

8


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
COMMON STOCKS - 43.59%            
Communication Services - 1.66%            
Entertainment - 0.34%            
Electronic Arts, Inc.       8,077         $ 999,852
Warner Bros Discovery, Inc.A       61,100           607,334
           

 

 

 
              1,607,186
           

 

 

 
           
Interactive Media & Services - 0.50%            
Alphabet, Inc., Class AA       18,915           2,346,973
           

 

 

 
           
Media - 0.82%            
Comcast Corp., Class A       78,294           3,232,759
Omnicom Group, Inc.       4,600           344,586
Paramount Global, Class B       22,100           240,448
           

 

 

 
              3,817,793
           

 

 

 
           

Total Communication Services

              7,771,952
           

 

 

 
           
Consumer Discretionary - 2.59%            
Automobile Components - 0.60%            
Adient PLCA       6,800           229,092
Aptiv PLCA       26,664           2,325,101
BorgWarner, Inc.       7,300           269,370
           

 

 

 
              2,823,563
           

 

 

 
           
Automobiles - 0.31%            
General Motors Co.       51,500           1,452,300
           

 

 

 
           
Hotels, Restaurants & Leisure - 1.04%            
Aramark       52,266           1,407,523
Booking Holdings, Inc.A       110           306,852
Las Vegas Sands Corp.       45,916           2,179,173
Wynn Resorts Ltd.       11,124           976,465
           

 

 

 
              4,870,013
           

 

 

 
           
Household Durables - 0.43%            
Lennar Corp., Class A       18,100           1,930,908
Lennar Corp., Class B       666           65,674
           

 

 

 
              1,996,582
           

 

 

 
           
Specialty Retail - 0.21%            
Lithia Motors, Inc.       4,109           995,241
           

 

 

 
           

Total Consumer Discretionary

              12,137,699
           

 

 

 
           
Consumer Staples - 2.07%            
Beverages - 0.73%            
Coca-Cola Co.       26,600           1,502,634
Constellation Brands, Inc., Class A       5,600           1,311,240
Keurig Dr Pepper, Inc.       20,657           626,527
           

 

 

 
              3,440,401
           

 

 

 
           
Consumer Staples Distribution & Retail - 0.25%            
Sysco Corp.       17,600           1,170,224
           

 

 

 
           
Food Products - 0.33%            
Nestle SAB       14,569           1,571,761
           

 

 

 
           
Household Products - 0.34%            
Procter & Gamble Co.       10,500           1,575,315
           

 

 

 

 

See accompanying notes

 

9


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
COMMON STOCKS - 43.59% (continued)            
Consumer Staples - 2.07% (continued)            
Tobacco - 0.42%            
Philip Morris International, Inc.       21,933         $ 1,955,546
           

 

 

 
           

Total Consumer Staples

              9,713,247
           

 

 

 
           
Energy - 3.75%            
Energy Equipment & Services - 0.94%            
Baker Hughes Co.       9,600           330,432
Halliburton Co.       63,059           2,480,741
NOV, Inc.       64,300           1,283,428
Schlumberger NV       5,900           328,394
           

 

 

 
              4,422,995
           

 

 

 
           
Oil, Gas & Consumable Fuels - 2.81%            
APA Corp.       53,300           2,117,076
Coterra Energy, Inc.       62,000           1,705,000
Hess Corp.       12,469           1,800,523
Marathon Oil Corp.       47,000           1,283,570
Murphy Oil Corp.       7,200           323,064
Ovintiv, Inc.       17,800           854,400
Phillips 66       25,510           2,909,926
Pioneer Natural Resources Co.       8,977           2,145,503
           

 

 

 
              13,139,062
           

 

 

 
           

Total Energy

              17,562,057
           

 

 

 
           
Financials - 8.97%            
Banks - 3.49%            
Bank of America Corp.       18,700           492,558
Citigroup, Inc.       58,100           2,294,369
Citizens Financial Group, Inc.       59,400           1,391,742
Commerce Bancshares, Inc.       15,000           657,900
Cullen/Frost Bankers, Inc.       10,700           973,593
First Citizens BancShares, Inc., Class A       362           499,828
M&T Bank Corp.       9,937           1,120,397
PNC Financial Services Group, Inc.       9,100           1,041,677
U.S. Bancorp       125,187           3,990,961
Wells Fargo & Co.       98,256           3,907,641
           

 

 

 
              16,370,666
           

 

 

 
           
Capital Markets - 1.45%            
Ameriprise Financial, Inc.       6,000           1,887,420
Bank of New York Mellon Corp.       31,700           1,347,250
Blackstone, Inc.       14,750           1,362,162
Goldman Sachs Group, Inc.       4,060           1,232,657
State Street Corp.       15,000           969,450
           

 

 

 
              6,798,939
           

 

 

 
           
Consumer Finance - 0.66%            
American Express Co.       6,032           880,853
Capital One Financial Corp.       18,600           1,883,994
Discover Financial Services       4,000           328,320
           

 

 

 
              3,093,167
           

 

 

 
           
Financial Services - 0.78%            
Corebridge Financial, Inc.       16,500           330,000
Equitable Holdings, Inc.       11,500           305,555
Fidelity National Information Services, Inc.       61,733           3,031,708
           

 

 

 
              3,667,263
           

 

 

 
           

 

See accompanying notes

 

10


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
COMMON STOCKS - 43.59% (continued)            
Financials - 8.97% (continued)            
Insurance - 2.59%            
Allstate Corp.       12,096         $ 1,549,860
American International Group, Inc.       58,286           3,573,515
Aon PLC, Class A       9,673           2,992,826
Arch Capital Group Ltd.A       22,060           1,912,161
Hartford Financial Services Group, Inc.       14,600           1,072,370
Willis Towers Watson PLC       4,337           1,023,055
           

 

 

 
              12,123,787
           

 

 

 
           

Total Financials

              42,053,822
           

 

 

 
           
Health Care - 6.58%            
Biotechnology - 0.38%            
Amgen, Inc.       6,900           1,764,330
           

 

 

 
           
Health Care Equipment & Supplies - 1.30%            
GE HealthCare Technologies, Inc.       17,883           1,190,471
Medtronic PLC       45,263           3,193,757
STERIS PLC       6,322           1,327,494
Zimmer Biomet Holdings, Inc.       3,550           370,655
           

 

 

 
              6,082,377
           

 

 

 
           
Health Care Providers & Services - 2.21%            
Centene Corp.A       12,800           882,944
Cigna Group       2,250           695,700
CVS Health Corp.       29,952           2,066,988
Elevance Health, Inc.       8,848           3,982,396
HCA Healthcare, Inc.       2,900           655,806
UnitedHealth Group, Inc.       3,857           2,065,655
           

 

 

 
              10,349,489
           

 

 

 
           
Life Sciences Tools & Services - 1.32%            
Avantor, Inc.A       75,030           1,307,773
Danaher Corp.       7,700           1,478,554
ICON PLCA       10,399           2,536,940
Mettler-Toledo International, Inc.A       901           887,665
           

 

 

 
              6,210,932
           

 

 

 
           
Pharmaceuticals - 1.37%            
GSK PLC, ADR       9,300           332,010
Merck & Co., Inc.       32,891           3,377,906
Roche Holding AGB       6,055           1,564,293
Sanofi SAB       8,750           798,583
Sanofi SA, ADR       7,400           334,850
           

 

 

 
              6,407,642
           

 

 

 
           

Total Health Care

              30,814,770
           

 

 

 
           
Industrials - 5.71%            
Aerospace & Defense - 0.77%            
Boeing Co.A       4,250           793,985
General Dynamics Corp.       7,700           1,858,087
RTX Corp.       11,500           935,985
           

 

 

 
              3,588,057
           

 

 

 
           
Air Freight & Logistics - 0.26%            
FedEx Corp.       5,110           1,226,911
           

 

 

 
           

 

See accompanying notes

 

11


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
COMMON STOCKS - 43.59% (continued)            
Industrials - 5.71% (continued)            
Commercial Services & Supplies - 0.31%            
Veralto Corp.A       2,566         $ 177,054
Waste Connections, Inc.       9,950           1,288,525
           

 

 

 
              1,465,579
           

 

 

 
Construction & Engineering - 0.18%            
AECOM       7,784           595,865
Fluor Corp.A       8,100           269,649
           

 

 

 
              865,514
           

 

 

 
Electrical Equipment - 1.12%            
Schneider Electric SEB       6,430           988,771
Vertiv Holdings Co.       108,207           4,249,289
           

 

 

 
              5,238,060
           

 

 

 
Ground Transportation - 0.32%            
JB Hunt Transport Services, Inc.       8,631           1,483,410
           

 

 

 
           
Industrial Conglomerates - 0.62%            
General Electric Co.       13,090           1,421,967
Honeywell International, Inc.       8,100           1,484,406
           

 

 

 
              2,906,373
           

 

 

 
Machinery - 1.54%            
Cummins, Inc.       3,900           843,570
Oshkosh Corp.       10,500           921,165
PACCAR, Inc.       5,750           474,548
Parker-Hannifin Corp.       6,100           2,250,351
Stanley Black & Decker, Inc.       11,444           973,312
Timken Co.       4,500           311,040
Xylem, Inc.       15,400           1,440,516
           

 

 

 
              7,214,502
           

 

 

 
Passenger Airlines - 0.00%            
Southwest Airlines Co.       231           5,135
           

 

 

 
           
Professional Services - 0.25%            
Experian PLCB       38,313           1,165,472
           

 

 

 
           
Trading Companies & Distributors - 0.34%            
Ferguson PLCB       10,607           1,593,434
           

 

 

 
           

Total Industrials

              26,752,447
           

 

 

 
           
Information Technology - 6.81%            
Communications Equipment - 0.40%            
F5, Inc.A       12,400           1,879,716
           

 

 

 
           
Electronic Equipment, Instruments & Components - 0.55%            
Corning, Inc.       20,800           556,608
TE Connectivity Ltd.       5,500           648,175
Teledyne Technologies, Inc.A       3,700           1,385,983
           

 

 

 
              2,590,766
           

 

 

 
           
           
IT Services - 0.68%            
Accenture PLC, Class A       4,654           1,382,657
Cognizant Technology Solutions Corp., Class A       15,061           970,983
EPAM Systems, Inc.A       3,750           815,887
           

 

 

 
              3,169,527
           

 

 

 

 

See accompanying notes

 

12


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
COMMON STOCKS - 43.59% (continued)            
Information Technology - 6.81% (continued)            
Semiconductors & Semiconductor Equipment - 1.80%            
Broadcom, Inc.       2,735         $ 2,301,147
Microchip Technology, Inc.       25,200           1,796,508
Micron Technology, Inc.       10,200           682,074
QUALCOMM, Inc.       26,603           2,899,461
Skyworks Solutions, Inc.       8,923           773,981
           

 

 

 
              8,453,171
           

 

 

 
           
Software - 3.38%            
Adobe, Inc.A       4,750           2,527,285
ANSYS, Inc.A       6,350           1,766,951
Atlassian Corp., Class AA       11,683           2,110,417
Autodesk, Inc.A       7,600           1,501,988
Microsoft Corp.       13,900           4,699,729
Oracle Corp.       22,189           2,294,343
Workday, Inc., Class AA       4,300           910,353
           

 

 

 
              15,811,066
           

 

 

 
           

Total Information Technology

              31,904,246
           

 

 

 
           
Materials - 3.11%            
Chemicals - 2.50%            
Air Products & Chemicals, Inc.       6,687           1,888,676
Axalta Coating Systems Ltd.A       58,566           1,536,186
Corteva, Inc.       42,600           2,050,764
DuPont de Nemours, Inc.       16,844           1,227,591
Ecolab, Inc.       8,400           1,409,016
Linde PLC       3,580           1,368,133
Olin Corp.       17,600           751,872
RPM International, Inc.       16,200           1,478,574
           

 

 

 
              11,710,812
           

 

 

 
           
Construction Materials - 0.57%            
CRH PLC       12,554           672,518
Martin Marietta Materials, Inc.       4,900           2,003,806
           

 

 

 
              2,676,324
           

 

 

 
           
Containers & Packaging - 0.04%            
International Paper Co.       6,100           205,753
           

 

 

 
           

Total Materials

              14,592,889
           

 

 

 
           
Real Estate - 0.98%            
Residential REITs - 0.26%            
Equity LifeStyle Properties, Inc.       18,800           1,237,040
           

 

 

 
           
Specialized REITs - 0.72%            
Crown Castle, Inc.       10,150           943,747
Public Storage       2,423           578,394
VICI Properties, Inc.       66,322           1,850,384
           

 

 

 
              3,372,525
           

 

 

 
           

Total Real Estate

              4,609,565
           

 

 

 
           
Utilities - 1.36%            
Electric Utilities - 1.02%            
Entergy Corp.       6,911           660,622
Pinnacle West Capital Corp.       16,903           1,253,865
PPL Corp.       54,600           1,341,522
Xcel Energy, Inc.       25,100           1,487,677
           

 

 

 
              4,743,686
           

 

 

 

 

See accompanying notes

 

13


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
COMMON STOCKS - 43.59% (continued)            
Utilities - 1.36% (continued)            
Gas Utilities - 0.34%            
Atmos Energy Corp.       14,900         $ 1,604,134
           

 

 

 
           

Total Utilities

              6,347,820
           

 

 

 
           

Total Common Stocks (Cost $171,169,072)

              204,260,514
           

 

 

 
           
    Principal Amount        
             
CORPORATE OBLIGATIONS - 3.75%            
Basic Materials - 0.04%            
Chemicals - 0.04%            

EIDP, Inc., 1.700%, Due 7/15/2025

    $          180,000           167,637
           

 

 

 
           
Communications - 0.31%            
Media - 0.12%            

Charter Communications Operating LLC/Charter Communications Operating Capital,

           

3.500%, Due 3/1/2042

      125,000           74,170

4.800%, Due 3/1/2050

      370,000           245,309

3.700%, Due 4/1/2051

      380,000           209,605
           

 

 

 
              529,084
           

 

 

 
           
Telecommunications - 0.19%            

AT&T, Inc.,

           

2.250%, Due 2/1/2032

      180,000           133,270

2.550%, Due 12/1/2033

      350,000           251,857

3.800%, Due 12/1/2057

      235,000           142,513

3.650%, Due 9/15/2059

      645,000           375,903
           

 

 

 
              903,543
           

 

 

 
           

Total Communications

              1,432,627
           

 

 

 
           
Consumer, Cyclical - 0.08%            
Airlines - 0.02%            

American Airlines Pass-Through Trust, 3.150%, Due 8/15/2033, 2019 1 Series AA

      101,268           84,470
           

 

 

 
           
Entertainment - 0.06%            

Warnermedia Holdings, Inc., 5.141%, Due 3/15/2052

      440,000           312,675
           

 

 

 
           

Total Consumer, Cyclical

              397,145
           

 

 

 
           
Consumer, Non-Cyclical - 0.37%            
Agriculture - 0.18%            

Philip Morris International, Inc., 5.375%, Due 2/15/2033

      930,000           861,005
           

 

 

 
           
Commercial Services - 0.09%            

Moody’s Corp., 2.550%, Due 8/18/2060

      180,000           83,039

Quanta Services, Inc.,

           

2.900%, Due 10/1/2030

      275,000           216,949

3.050%, Due 10/1/2041

      190,000           114,351
           

 

 

 
              414,339
           

 

 

 
           
Pharmaceuticals - 0.10%            

Viatris, Inc., 3.850%, Due 6/22/2040

               730,000           456,385
           

 

 

 
           

Total Consumer, Non-Cyclical

              1,731,729
           

 

 

 
           

 

See accompanying notes

 

14


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Principal Amount       Fair Value
             
CORPORATE OBLIGATIONS - 3.75% (continued)            
Energy - 0.43%            
Oil & Gas - 0.28%            

Devon Energy Corp., 7.875%, Due 9/30/2031

    $ 160,000         $ 171,426

Diamondback Energy, Inc.,

           

6.250%, Due 3/15/2033

      955,000           944,567

4.400%, Due 3/24/2051

      175,000           124,994

4.250%, Due 3/15/2052

      125,000           86,348
           

 

 

 
              1,327,335
           

 

 

 
           
Pipelines - 0.15%            

Targa Resources Corp., 4.200%, Due 2/1/2033

      220,000           182,758

ONEOK Partners LP, 6.850%, Due 10/15/2037

      125,000           122,482

Energy Transfer LP, 7.500%, Due 7/1/2038

      320,000           327,922

Kinder Morgan Energy Partners LP, 5.400%, Due 9/1/2044

      85,000           68,771
           

 

 

 
              701,933
           

 

 

 
           

Total Energy

              2,029,268
           

 

 

 
           
Financial - 1.27%            
Banks - 0.87%            

    Bank of America Corp.,
    2.496%, Due 2/13/2031, (3 mo. USD Term SOFR + 1.252%)C

      345,000           272,462

    2.592%, Due 4/29/2031, (Secured Overnight Financing Rate + 2.150%)C

      180,000           142,127

    1.898%, Due 7/23/2031, (Secured Overnight Financing Rate + 1.530%)C

      125,000           93,168

    2.299%, Due 7/21/2032, (Secured Overnight Financing Rate + 1.220%)C

      465,000           343,755

    2.572%, Due 10/20/2032, (Secured Overnight Financing Rate + 1.210%)C

      220,000           165,091

    2.482%, Due 9/21/2036, (5 yr. CMT + 1.200%)C

      145,000           103,549

    Citigroup, Inc.,
    1.281%, Due 11/3/2025, (Secured Overnight Financing Rate + 0.528%)C

      105,000           99,369

    4.412%, Due 3/31/2031, (Secured Overnight Financing Rate + 3.914%)C

      210,000           186,103

    Goldman Sachs Group, Inc.,
    1.431%, Due 3/9/2027, (Secured Overnight Financing Rate + 0.798%)C

      430,000           381,926

    1.542%, Due 9/10/2027, (Secured Overnight Financing Rate + 0.818%)C

      290,000           252,288

    4.411%, Due 4/23/2039, (3 mo. USD Term SOFR + 1.692%)C

      180,000           143,113
    JPMorgan Chase & Co., 1.561%, Due 12/10/2025, (Secured Overnight Financing Rate + 0.605%)C       120,000           113,553

    Morgan Stanley,
    0.864%, Due 10/21/2025, Series I, (Secured Overnight Financing Rate + 0.745%)C

      295,000           278,539

    3.591%, Due 7/22/2028D

      295,000           267,671

    2.239%, Due 7/21/2032, (Secured Overnight Financing Rate + 1.178%)C

      180,000           133,041

Northern Trust Corp., 6.125%, Due 11/2/2032

      180,000           173,887

PNC Financial Services Group, Inc., 3.400%, Due 9/15/2026, Series T, (5 yr. CMT + 2.595%)C E

      495,000           356,136

State Street Corp., 2.354%, Due 11/1/2025, (Secured Overnight Financing Rate + 0.940%)C

      260,000           249,489

Wells Fargo & Co., 2.572%, Due 2/11/2031, (3 mo. USD Term SOFR + 1.262%)C

      420,000           333,196
           

 

 

 
              4,088,463
           

 

 

 
           
Insurance - 0.07%            

Fidelity National Financial, Inc., 3.200%, Due 9/17/2051

      145,000           76,052

Markel Group, Inc., 3.450%, Due 5/7/2052

      450,000           273,553
           

 

 

 
              349,605
           

 

 

 
           
Investment Companies - 0.14%            

Golub Capital BDC, Inc., 2.500%, Due 8/24/2026

               745,000           651,308
           

 

 

 
           
REITS - 0.19%            

Alexandria Real Estate Equities, Inc., 1.875%, Due 2/1/2033

      145,000           99,031

American Tower Corp., 2.300%, Due 9/15/2031

      250,000           184,835

Equinix, Inc., 2.500%, Due 5/15/2031

      781,000           597,399
           

 

 

 
              881,265
           

 

 

 
           

Total Financial

              5,970,641
           

 

 

 

 

See accompanying notes

 

15


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Principal Amount       Fair Value
             
CORPORATE OBLIGATIONS - 3.75% (continued)            
Technology - 0.27%            
Computers - 0.11%            

Dell International LLC/EMC Corp.,

           

3.375%, Due 12/15/2041

    $          630,000         $ 407,696

3.450%, Due 12/15/2051

      195,000           116,910
           

 

 

 
              524,606
           

 

 

 
           
Semiconductors - 0.04%            

Entegris Escrow Corp., 4.750%, Due 4/15/2029F

      190,000           170,061
           

 

 

 
           
Software - 0.12%            

VMware, Inc., 2.200%, Due 8/15/2031

      745,000           552,097
           

 

 

 
           

Total Technology

              1,246,764
           

 

 

 
           
Utilities - 0.98%            
Electric - 0.90%            

American Electric Power Co., Inc., 2.031%, Due 3/15/2024

      250,000           245,788

Appalachian Power Co., 4.500%, Due 3/1/2049, Series Y

      70,000           51,005

Arizona Public Service Co., 2.650%, Due 9/15/2050

      105,000           54,093

Consumers Energy Co., 2.500%, Due 5/1/2060

      91,000           44,436

DTE Energy Co., 1.050%, Due 6/1/2025, Series F

      275,000           254,075

Duke Energy Carolinas LLC,

           

6.000%, Due 1/15/2038

      145,000           141,239

6.050%, Due 4/15/2038

      405,000           391,408

Duke Energy Progress LLC, 4.150%, Due 12/1/2044

      255,000           187,323

Duke Energy Progress NC Storm Funding LLC, 2.387%, Due 7/1/2039, Series A 2

      715,000           528,625

Entergy Arkansas LLC, 3.350%, Due 6/15/2052

      115,000           69,544

Entergy Corp., 2.800%, Due 6/15/2030

      115,000           93,510

Entergy Louisiana LLC, 4.000%, Due 3/15/2033

      137,000           115,420

Florida Power & Light Co., 3.950%, Due 3/1/2048

      120,000           86,212

Kentucky Utilities Co., 3.300%, Due 6/1/2050

      185,000           113,308

National Rural Utilities Cooperative Finance Corp.,

           

1.000%, Due 10/18/2024, Series D

      180,000           171,942

5.450%, Due 10/30/2025

      220,000           219,641

PacifiCorp, 5.500%, Due 5/15/2054

      950,000           779,389

Sempra, 3.300%, Due 4/1/2025

      335,000           322,128

Vistra Operations Co. LLC, 5.125%, Due 5/13/2025F

      385,000           375,926
           

 

 

 
              4,245,012
           

 

 

 
           
Gas - 0.08%            

National Fuel Gas Co., 3.950%, Due 9/15/2027

      225,000           204,260

Sempra Global, 3.250%, Due 1/15/2032F

      205,000           154,493
           

 

 

 
              358,753
           

 

 

 
           

Total Utilities

              4,603,765
           

 

 

 
           

Total Corporate Obligations (Cost $20,277,396)

              17,579,576
           

 

 

 
           
FOREIGN CORPORATE OBLIGATIONS - 1.71%            
Communications - 0.03%            
Telecommunications - 0.03%            

TELUS Corp., 3.400%, Due 5/13/2032

      160,000           126,971
           

 

 

 
           
Consumer, Non-Cyclical - 0.16%            
Agriculture - 0.16%            

BAT Capital Corp.,

           

2.259%, Due 3/25/2028

      240,000           201,498

7.081%, Due 8/2/2053

      485,000           434,762

Reynolds American, Inc., 5.700%, Due 8/15/2035

      135,000           115,963
           

 

 

 
              752,223
           

 

 

 
           

Total Consumer, Non-Cyclical

              752,223
           

 

 

 
           

 

See accompanying notes

 

16


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Principal Amount       Fair Value
             
FOREIGN CORPORATE OBLIGATIONS - 1.71% (continued)            
Energy - 0.08%            
Pipelines - 0.08%            

Enbridge, Inc., 5.700%, Due 3/8/2033

    $ 390,000         $ 365,330
           

 

 

 
           
Financial - 0.98%            
Banks - 0.88%            

Barclays PLC,

           

2.894%, Due 11/24/2032, (1 yr. CMT + 1.300%)C

      795,000           581,668

7.437%, Due 11/2/2033, (1 yr. CMT + 3.500%)C

      205,000           205,266

7.119%, Due 6/27/2034, (Secured Overnight Financing Rate + 3.570%)C

      225,000           209,367

3.811%, Due 3/10/2042, (1 yr. CMT + 1.700%)C

      240,000           151,816

Deutsche Bank AG,

           

2.311%, Due 11/16/2027, (Secured Overnight Financing Rate + 1.219%)C

      200,000           172,959

2.552%, Due 1/7/2028, (Secured Overnight Financing Rate + 1.318%)C

      210,000           181,925

7.079%, Due 2/10/2034, (Secured Overnight Financing Rate + 3.650%)C

      240,000           211,836

Lloyds Banking Group PLC, 7.953%, Due 11/15/2033, (1 yr. CMT + 3.750%)C

      660,000           670,477

Mitsubishi UFJ Financial Group, Inc.,

           

2.193%, Due 2/25/2025

      180,000           171,040

2.309%, Due 7/20/2032, (1 yr. CMT + 0.950%)C

      265,000           198,226

2.852%, Due 1/19/2033, (1 yr. CMT + 1.100%)C

      200,000           153,993

UBS Group AG,

           

6.246%, Due 9/22/2029, (1 yr. CMT + 1.800%)C F

      215,000           210,773

3.091%, Due 5/14/2032, (Secured Overnight Financing Rate + 1.730%)C F

            1,045,000           805,689

6.301%, Due 9/22/2034, (1 yr. CMT + 2.000%)C F

      220,000           208,777
           

 

 

 
              4,133,812
           

 

 

 
           
Financial Services - 0.10%            

AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.300%, Due 1/30/2032

      590,000           457,823
           

 

 

 
           

Total Financial

              4,591,635
           

 

 

 
           
Utilities - 0.46%            
Electric - 0.46%            

Electricite de France SA,

           

4.750%, Due 10/13/2035F

      320,000           268,304

5.000%, Due 9/21/2048F

      860,000           632,279

6.900%, Due 5/23/2053F

      485,000           453,781

National Grid PLC, 5.809%, Due 6/12/2033

      850,000           803,028
           

 

 

 
              2,157,392
           

 

 

 
           

Total Utilities

              2,157,392
           

 

 

 
           

Total Foreign Corporate Obligations (Cost $8,584,511)

              7,993,551
           

 

 

 
           
FOREIGN SOVEREIGN OBLIGATIONS - 0.02% (Cost $94,989)            

Panama Government International Bonds, 3.160%, Due 1/23/2030

      95,000           76,681
           

 

 

 
           
ASSET-BACKED OBLIGATIONS - 1.27%            

Ally Auto Receivables Trust, 3.310%, Due 11/15/2026, 2022 1 A3

      320,000           313,017

AmeriCredit Automobile Receivables Trust,

           

0.370%, Due 8/18/2025, 2021 1 A3

      2,625           2,620

0.340%, Due 12/18/2026, 2021 2 A3

      70,769           69,748

4.380%, Due 4/18/2028, 2022 2 A3

               265,000           259,944

Americredit Automobile Receivables Trust, 5.840%, Due 10/19/2026, 2023 1 A2A

      294,679           293,979

BMW Vehicle Owner Trust, 3.210%, Due 8/25/2026, 2022 A A3

      170,000           165,967

CNH Equipment Trust,

           

1.160%, Due 6/16/2025, 2020 A A3

      11,172           11,137

0.400%, Due 12/15/2025, 2021 A A3

      111,472           108,176

 

See accompanying notes

 

17


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Principal Amount       Fair Value
             
ASSET-BACKED OBLIGATIONS - 1.27% (continued)            

Ford Credit Auto Lease Trust, 3.230%, Due 5/15/2025, 2022 A A3

    $ 345,910         $ 343,472

Ford Credit Auto Owner Trust, 1.530%, Due 5/15/2034, 2021 2 AF

      300,000           264,046

GM Financial Automobile Leasing Trust,

           

1.900%, Due 3/20/2025, 2022 1 A3

      210,752           208,415

4.010%, Due 9/22/2025, 2022 3 A3

      275,000           271,895

GM Financial Revolving Receivables Trust, 1.170%, Due 6/12/2034, 2021 1 AF

      245,000           215,263

Honda Auto Receivables Owner Trust,

           

1.880%, Due 5/15/2026, 2022 1 A3

      325,000           313,638

4.930%, Due 11/15/2027, 2023 2 A3

      315,000           309,919

John Deere Owner Trust,

           

2.320%, Due 9/16/2026, 2022 A A3

      245,953           238,669

3.740%, Due 2/16/2027, 2022 B A3

      300,000           291,402

Mercedes-Benz Auto Lease Trust, 0.400%, Due 11/15/2024, 2021 B A3

      130,724           129,911

New Economy Assets Phase 1 Sponsor LLC, 1.910%, Due 10/20/2061, 2021 1 A1F

      345,000           295,000

Public Service New Hampshire Funding LLC, 3.094%, Due 2/1/2026, 2018 1 A1

      10,688           10,611

Taco Bell Funding LLC, 2.294%, Due 8/25/2051, 2021 1A A2IIF

      275,100           222,540

Toyota Auto Loan Extended Note Trust,

           

1.350%, Due 5/25/2033, 2020 1A AF

      285,000           265,063

4.930%, Due 6/25/2036, 2023 1A AF

      100,000           96,240

Toyota Auto Receivables Owner Trust, 1.230%, Due 6/15/2026, 2022 A A3

      243,398           235,320

Verizon Master Trust, 0.500%, Due 5/20/2027, 2021 1 A

      580,000           562,577

Volkswagen Auto Loan Enhanced Trust, 1.020%, Due 6/22/2026, 2021 1 A3

      227,403           219,503

Wendy’s Funding LLC, 2.370%, Due 6/15/2051, 2021 1A A2IF

      273,700           221,839
           

 

 

 
           

Total Asset-Backed Obligations (Cost $6,272,904)

              5,939,911
           

 

 

 
           
COMMERCIAL MORTGAGE-BACKED OBLIGATIONS - 0.14%            

BX Commercial Mortgage Trust, 6.149%, Due 9/15/2036, 2021 VOLT A, (1 mo. USD Term SOFR + 0.814%)C F

      385,000           372,938

Cold Storage Trust, 6.351%, Due 11/15/2037, 2020 ICE5 A, (1 mo. USD Term SOFR + 1.014%)C F

      265,407           262,452
           

 

 

 
           

Total Commercial Mortgage-Backed Obligations (Cost $650,408)

              635,390
           

 

 

 
           
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 13.67%            

Federal Home Loan Mortgage Corp.,

           

3.500%, Due 9/1/2028

      51,459           49,716

3.000%, Due 11/1/2032

      77,695           72,092

2.500%, Due 6/1/2035

      157,516           139,261

2.000%, Due 3/1/2036

      525,207           447,257

2.500%, Due 9/1/2041

      475,551           384,652

2.500%, Due 11/1/2041

      268,852           217,072

3.500%, Due 5/1/2042

      388,876           331,158

4.000%, Due 6/1/2042

      772,706           680,117

3.000%, Due 4/1/2047

      301,660           249,949

3.500%, Due 1/1/2048

      169,365           144,965

4.000%, Due 4/1/2048

      133,847           117,756

3.000%, Due 8/1/2048

      223,481           184,405

2.500%, Due 7/1/2050

      302,068           233,798

2.500%, Due 11/1/2051

      424,216           329,640

2.000%, Due 2/1/2052

      743,978           550,941

2.500%, Due 5/1/2052

      609,934           473,332

4.000%, Due 6/1/2052

            3,789,952           3,280,050

5.000%, Due 6/1/2052

      146,377           135,160

4.500%, Due 10/1/2052

      607,659           543,813

6.000%, Due 3/1/2053

      803,877           787,002

5.500%, Due 9/1/2053

      813,717           774,644

6.000%, Due 10/1/2053

      805,029           783,724

Federal National Mortgage Association,

           

3.500%, Due 1/1/2028D

      19,338           18,632

4.500%, Due 4/1/2034

      58,589           53,882

3.000%, Due 10/1/2034

      146,993           132,282

 

See accompanying notes

 

18


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Principal Amount       Fair Value
             
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 13.67% (continued)            

Federal National Mortgage Association, (continued)

           

2.000%, Due 11/1/2035D

    $          368,906         $ 316,001

2.000%, Due 12/1/2035D

      168,340           144,204

2.000%, Due 1/1/2036D

      269,406           229,409

2.500%, Due 4/1/2036

      297,622           259,930

3.500%, Due 6/1/2037

      92,523           83,336

5.500%, Due 6/1/2038

      10,662           10,443

5.000%, Due 5/1/2040

      58,459           55,840

5.000%, Due 6/1/2040

      44,792           42,961

2.500%, Due 11/1/2041

      311,341           250,021

5.000%, Due 3/1/2042D

      26,896           25,595

3.500%, Due 7/1/2043

      59,804           51,705

4.000%, Due 11/1/2044D

      42,317           37,573

4.000%, Due 7/1/2045

      288,551           255,923

3.500%, Due 8/1/2045

      30,907           26,696

3.500%, Due 5/1/2046

      75,562           64,896

3.000%, Due 6/1/2046

      212,505           176,573

4.000%, Due 7/1/2046

      88,830           78,829

3.000%, Due 10/1/2046

      166,028           137,313

3.000%, Due 11/1/2046

      232,391           192,373

3.500%, Due 11/1/2046

      303,695           262,570

3.000%, Due 12/1/2046D

      143,742           119,086

3.500%, Due 3/1/2047

      33,768           28,978

4.500%, Due 7/1/2047

      17,689           16,157

4.500%, Due 8/1/2047

      62,155           56,887

3.500%, Due 9/1/2047

      82,765           70,836

4.000%, Due 3/1/2048

      119,343           105,077

4.500%, Due 7/1/2048

      44,526           40,597

4.500%, Due 7/1/2048D

      65,521           60,108

4.500%, Due 3/1/2049

      132,723           120,881

4.500%, Due 10/1/2049

      121,226           110,093

4.000%, Due 11/1/2049

      266,196           233,980

2.500%, Due 6/1/2050

      262,864           203,682

2.500%, Due 8/1/2050D

      282,664           220,707

2.500%, Due 8/1/2050

      412,763           319,546

3.000%, Due 8/1/2050

      240,406           194,135

2.500%, Due 9/1/2050

      263,859           204,341

2.500%, Due 10/1/2050D

      108,111           83,724

3.000%, Due 10/1/2050D

      441,196           356,743

3.000%, Due 11/1/2050D

      698,856           561,974

2.500%, Due 2/1/2051D

      848,592           656,915

2.000%, Due 3/1/2051D

      1,398,905           1,041,073

2.000%, Due 4/1/2051D

      938,604           698,580

3.000%, Due 5/1/2051D

      345,575           280,069

3.000%, Due 6/1/2051

      144,062           115,832

3.500%, Due 6/1/2051D

      414,175           346,895

2.000%, Due 7/1/2051D

      1,337,950           991,954

3.500%, Due 7/1/2051D

      745,403           633,550

2.500%, Due 10/1/2051D

      369,638           285,303

2.500%, Due 11/1/2051D

      404,474           313,149

3.000%, Due 11/1/2051D

      505,870           406,207

2.000%, Due 1/1/2052D

      769,087           569,872

2.500%, Due 2/1/2052

      1,491,713           1,151,643

3.500%, Due 5/1/2052

      414,506           346,215

4.000%, Due 5/1/2052D

      385,088           336,200

4.000%, Due 6/1/2052

      5,209,985           4,513,522

5.000%, Due 6/1/2052

      831,271           774,886

4.000%, Due 9/1/2052D

      297,736           257,821

4.500%, Due 10/1/2052D

      527,523           473,864

 

See accompanying notes

 

19


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Principal Amount       Fair Value
             
U.S. AGENCY MORTGAGE-BACKED OBLIGATIONS - 13.67% (continued)            

Federal National Mortgage Association, (continued)

           

5.000%, Due 11/1/2052

    $ 4,088,543         $ 3,773,960

5.000%, Due 12/1/2052

      381,360           352,026

5.500%, Due 1/1/2053

      3,474,121           3,300,712

5.000%, Due 4/1/2053D

      321,723           297,983

4.500%, Due 6/1/2053D

               802,525           722,467

5.000%, Due 6/1/2053D

      398,287           370,280

6.000%, Due 9/1/2053D

      803,254           782,741

6.500%, Due 10/1/2053

      659,912           656,613

Government National Mortgage Association,

           

5.000%, Due 10/15/2039

      45,867           44,479

3.500%, Due 9/15/2041

      100,608           89,086

3.500%, Due 8/20/2047

      34,167           29,537

3.500%, Due 10/20/2047

      40,243           34,781

4.000%, Due 12/20/2047

      76,976           68,887

4.000%, Due 1/20/2048

      70,940           63,737

5.000%, Due 1/20/2050

      112,364           106,239

4.500%, Due 2/20/2050

      73,326           67,327

5.000%, Due 2/20/2050

      37,962           35,949

2.500%, Due 4/20/2050

      500,534           401,067

2.500%, Due 6/20/2051

      496,267           396,070

3.000%, Due 6/20/2051

      717,609           594,894

2.500%, Due 7/20/2051

      638,219           509,571

3.000%, Due 8/20/2051

      401,529           336,170

2.500%, Due 11/20/2051

      297,256           237,132

3.000%, Due 12/20/2051

               788,519           652,872

3.500%, Due 1/20/2052

      302,761           258,287

4.000%, Due 3/20/2052

      586,063           515,768

3.000%, Due 6/20/2052

      279,928           231,237

5.500%, Due 10/20/2052

      3,361,433           3,221,377

5.000%, Due 2/20/2053

            2,470,099           2,302,520

5.500%, Due 2/20/2053

      883,239           846,687

5.000%, Due 3/20/2053

      1,994,429           1,857,067

5.000%, Due 4/20/2053

      807,074           752,007

5.500%, Due 4/20/2053

      2,893,374           2,771,315

5.500%, Due 5/20/2053

      2,556,907           2,448,989

5.000%, Due 6/20/2053

      1,189,838           1,108,042

5.500%, Due 6/20/2053

      693,313           664,030

5.500%, Due 7/20/2053

      809,484           775,268

6.000%, Due 8/20/2053

      1,293,767           1,269,427
           

 

 

 
           

Total U.S. Agency Mortgage-Backed Obligations (Cost $72,104,587)

              64,065,174
           

 

 

 
           
U.S. TREASURY OBLIGATIONS - 12.16%            

U.S. Treasury Bonds,

           

3.875%, Due 2/15/2043

      1,685,000           1,408,555

1.375%, Due 8/15/2050

      3,005,000           1,381,243

2.875%, Due 5/15/2052

      9,310,000           6,262,066

3.000%, Due 8/15/2052

          28,020,000           19,369,919

3.625%, Due 2/15/2053

      1,375,000           1,079,805

U.S. Treasury Notes,

           

1.250%, Due 8/31/2024

      1,695,000           1,636,933

1.125%, Due 2/28/2025

      1,270,000           1,202,234

1.500%, Due 1/31/2027

      1,350,000           1,214,209

4.000%, Due 2/29/2028

      9,470,000           9,160,745

3.500%, Due 4/30/2028

      125,000           118,325

3.625%, Due 5/31/2028

      1,795,000           1,707,634

1.500%, Due 2/15/2030

      1,100,000           900,410

4.125%, Due 11/15/2032

      6,960,000           6,571,491

3.500%, Due 2/15/2033

      5,545,000           4,975,771
           

 

 

 
           

Total U.S. Treasury Obligations (Cost $65,246,042)

              56,989,340
           

 

 

 

 

See accompanying notes

 

20


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
FOREIGN COMMON STOCKS - 20.05%            
Communication Services - 0.83%            
Diversified Telecommunication Services - 0.38%            
Orange SAB       100,787         $ 1,185,751
Telkom Indonesia Persero Tbk. PT, ADRG       25,840           568,480
           

 

 

 
              1,754,231
           

 

 

 
           
Wireless Telecommunication Services - 0.11%            
Vodafone Group PLC, ADR       57,200           528,528
           

 

 

 
           
Interactive Media & Services - 0.25%            
Autohome, Inc., ADR       19,144           512,102
Tencent Holdings Ltd.B       18,100           670,512
           

 

 

 
              1,182,614
           

 

 

 
           
Media - 0.09%            
WPP PLCB       49,966           430,394
           

 

 

 
           

Total Communication Services

              3,895,767
           

 

 

 
           
Consumer Discretionary - 4.05%            
Automobile Components - 0.78%            
Cie Generale des Etablissements Michelin SCA, ADR       86,100           1,272,558
Continental AGB       18,876           1,225,696
Magna International, Inc.       23,600           1,134,924
           

 

 

 
              3,633,178
           

 

 

 
           
Automobiles - 0.56%            
Ferrari NVB       8,578           2,596,423
           

 

 

 
           
Broadline Retail - 0.63%            
Alibaba Group Holding Ltd.A B       120,800           1,244,577
MercadoLibre, Inc.A       1,380           1,712,221
           

 

 

 
              2,956,798
           

 

 

 
           
Hotels, Restaurants & Leisure - 0.82%            
Amadeus IT Group SAB       9,100           519,902
Compass Group PLCB       76,242           1,923,786
Evolution ABB F       15,849           1,414,696
           

 

 

 
              3,858,384
           

 

 

 
           
Household Durables - 0.35%            
Sony Group Corp., ADR       19,900           1,652,695
           

 

 

 
           
Leisure Products - 0.13%            
Bandai Namco Holdings, Inc.B       30,000           622,936
           

 

 

 
           
Specialty Retail - 0.21%            
Zalando SEA B F       24,023           559,182
ZOZO, Inc.B G       23,300           442,362
           

 

 

 
              1,001,544
           

 

 

 
           
Textiles, Apparel & Luxury Goods - 0.57%            
Gildan Activewear, Inc.       21,556           612,288
Li Ning Co. Ltd.B       142,000           436,150
LVMH Moet Hennessy Louis Vuitton SEB       2,237           1,600,949
           

 

 

 
              2,649,387
           

 

 

 
           

Total Consumer Discretionary

              18,971,345
           

 

 

 

 

See accompanying notes

 

21


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
FOREIGN COMMON STOCKS - 20.05% (continued)            
Consumer Staples - 1.49%            
Beverages - 0.65%            
Arca Continental SAB de CV       66,800         $ 599,418
Carlsberg AS, Class BB       5,295           631,802
Coca-Cola Europacific Partners PLC       10,264           600,547
Fomento Economico Mexicano SAB de CVH       51,500           582,271
Pernod Ricard SAB       3,655           649,856
           

 

 

 
              3,063,894
           

 

 

 
           
Consumer Staples Distribution & Retail - 0.13%            
MatsukiyoCocokara & Co.B       34,200           599,878
           

 

 

 
           
Household Products - 0.11%            
Reckitt Benckiser Group PLCB       7,832           525,054
           

 

 

 
           
Personal Products - 0.60%            
L’Oreal SAB       1,810           759,209
Unilever PLCB       20,684           980,017
Unilever PLC, ADR       22,100           1,046,435
           

 

 

 
              2,785,661
           

 

 

 
           

Total Consumer Staples

              6,974,487
           

 

 

 
           
Energy - 1.38%            
Oil, Gas & Consumable Fuels - 1.38%            
BP PLCB       214,568           1,309,794
Cenovus Energy, Inc.       25,000           477,000
Enbridge, Inc.       42,846           1,372,786
Galp Energia SGPS SAB       27,132           408,460
Reliance Industries Ltd., GDRB F       10,196           556,836
Shell PLC, ADR       18,700           1,218,118
Suncor Energy, Inc.       35,195           1,139,793
           

 

 

 
              6,482,787
           

 

 

 
           

Total Energy

              6,482,787
           

 

 

 
           
Financials - 2.30%            
Banks - 1.69%            
Bank Mandiri Persero Tbk. PTB       2,635,700           944,535
DBS Group Holdings Ltd.B       22,440           539,547
Grupo Financiero Banorte SAB de CV, Class O       104,600           847,348
ICICI Bank Ltd., ADR       99,011           2,197,054
KBC Group NVB       9,339           514,076
Mitsubishi UFJ Financial Group, Inc., ADRG       137,600           1,155,840
Nordea Bank AbpB       50,361           529,472
Sumitomo Mitsui Financial Group, Inc.B       15,100           724,984
UniCredit SpAB       17,958           449,264
           

 

 

 
              7,902,120
           

 

 

 
Capital Markets - 0.23%            
3i Group PLCB       46,214           1,091,576
           

 

 

 
           
Financial Services - 0.28%            
Adyen NVA B F       1,912           1,292,515
           

 

 

 
           
Insurance - 0.10%            
AIA Group Ltd.B       56,800           494,682
           

 

 

 
           

Total Financials

              10,780,893
           

 

 

 
           
Health Care - 1.87%            
Health Care Equipment & Supplies - 0.46%            
Alcon, Inc.       19,150           1,365,778
Siemens Healthineers AGB F       15,933           779,726
           

 

 

 
              2,145,504
           

 

 

 

 

See accompanying notes

 

22


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
FOREIGN COMMON STOCKS - 20.05% (continued)            
Health Care - 1.87% (continued)            
Life Sciences Tools & Services - 0.01%            
Lonza Group AGB       93         $ 32,612
           

 

 

 
           
Pharmaceuticals - 1.40%            
AstraZeneca PLCB       13,450           1,681,192
Merck KGaAB       8,605           1,295,061
Novo Nordisk AS, Class BB       37,418           3,608,417
           

 

 

 
              6,584,670
           

 

 

 
           

Total Health Care

              8,762,786
           

 

 

 
           
Industrials - 3.97%            
Aerospace & Defense - 0.75%            
BAE Systems PLCB       147,182           1,975,980
MTU Aero Engines AGB       1,725           323,137
Thales SAB       8,179           1,205,358
           

 

 

 
              3,504,475
           

 

 

 
           
Air Freight & Logistics - 0.27%            
DSV ASB       8,433           1,254,812
           

 

 

 
           
Electrical Equipment - 0.45%            
ABB Ltd.B       20,377           685,131
Legrand SAB       9,617           830,684
Sungrow Power Supply Co. Ltd., Class AB       49,094           568,146
           

 

 

 
              2,083,961
           

 

 

 
           
Ground Transportation - 0.58%            
Canadian Pacific Kansas City Ltd.       38,298           2,718,009
           

 

 

 
           
Machinery - 0.74%            
Atlas Copco AB, Class AB       74,472           963,508
CNH Industrial NV       49,300           541,314
Sandvik ABB       55,570           945,416
Weichai Power Co. Ltd., Class AB       354,100           672,070
Wuxi Lead Intelligent Equipment Co. Ltd., Class AB       88,699           341,003
           

 

 

 
              3,463,311
           

 

 

 
           
Passenger Airlines - 0.20%            
Ryanair Holdings PLC, ADRA       10,832           949,966
           

 

 

 
           
Professional Services - 0.98%            
Bureau Veritas SAB       58,402           1,330,566
RELX PLCB       57,922           2,026,050
Thomson Reuters Corp.G       10,470           1,254,135
           

 

 

 
              4,610,751
           

 

 

 
           

Total Industrials

              18,585,285
           

 

 

 
           
Information Technology - 2.83%            
Communications Equipment - 0.40%            
Telefonaktiebolaget LM Ericsson, ADRG       417,600           1,862,496
           

 

 

 
           
Software - 0.35%            
SAP SEB       6,811           912,673
Capgemini SEB       4,185           741,791
           

 

 

 
              1,654,464
           

 

 

 

 

See accompanying notes

 

23


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
FOREIGN COMMON STOCKS - 20.05% (continued)            
Information Technology - 2.83% (continued)            
Semiconductors & Semiconductor Equipment - 1.65%            
Advantest Corp.B       39,600         $ 1,023,367
ASM International NVB       4,081           1,687,826
ASML Holding NV       2,612           1,564,092
Disco Corp.B       2,400           422,447
Infineon Technologies AGB       18,411           534,956
Kokusai Electric Corp.A G       24,100           392,723
Renesas Electronics Corp.A B       32,200           423,270
Taiwan Semiconductor Manufacturing Co. Ltd.B       103,000           1,696,989
           

 

 

 
              7,745,670
           

 

 

 
           
Electronic Equipment, Instruments & Components - 0.31%            
Keyence Corp.B       3,800           1,470,987
           

 

 

 
           
Technology Hardware, Storage & Peripherals - 0.12%            
Samsung Electronics Co. Ltd.B       11,019           549,470
           

 

 

 
           

Total Information Technology

              13,283,087
           

 

 

 
           
Materials - 0.68%            
Chemicals - 0.57%            
Air Liquide SAB       7,170           1,228,854
Akzo Nobel NVB       6,780           455,355
Sika AGB       4,078           973,531
           

 

 

 
              2,657,740
           

 

 

 
           
Metals & Mining - 0.11%            
Anglo American PLCB       20,860           532,479
           

 

 

 
           

Total Materials

              3,190,219
           

 

 

 
           
Real Estate - 0.22%            
Real Estate Management & Development - 0.22%            
ESR Group Ltd.B F       410,200           526,087
Vonovia SEB       21,552           494,761
           

 

 

 
           

Total Real Estate

              1,020,848
           

 

 

 
           
Utilities - 0.43%            
Electric Utilities - 0.13%            
Fortum OYJB       49,860           593,710
           

 

 

 
           
Gas Utilities - 0.11%            
ENN Energy Holdings Ltd.B       70,500           538,053
           

 

 

 
           
Multi-Utilities - 0.19%            
Engie SAB       55,181           878,799
           

 

 

 
           

Total Utilities

              2,010,562
           

 

 

 
           

Total Foreign Common Stocks (Cost $89,717,089)

              93,958,066
           

 

 

 
           
FOREIGN PREFERRED STOCKS - 0.36%            
Consumer Staples - 0.17%            
Household Products - 0.17%            
Henkel AG & Co. KGaAB I       11,535           830,786
           

 

 

 
           
Financials - 0.19%            
Banks - 0.19%            
Itau Unibanco Holding SAI       165,500           880,391
           

 

 

 
           

Total Foreign Preferred Stocks (Cost $1,678,965)

              1,711,177
           

 

 

 

 

See accompanying notes

 

24


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

    Shares       Fair Value
             
SHORT-TERM INVESTMENTS - 3.13% (Cost $14,675,407)            
Investment Companies - 3.13%            
American Beacon U.S. Government Money Market Select Fund, 5.19%J K       14,675,407         $ 14,675,407
           

 

 

 
           
SECURITIES LENDING COLLATERAL - 0.58% (Cost $2,726,058)            
Investment Companies - 0.58%            
American Beacon U.S. Government Money Market Select Fund, 5.19%J K       2,726,058           2,726,058
           

 

 

 
           

TOTAL INVESTMENTS - 100.43% (Cost $453,197,428)

              470,610,845

LIABILITIES, NET OF OTHER ASSETS - (0.43%)

              (2,020,007 )
           

 

 

 

TOTAL NET ASSETS - 100.00%

            $ 468,590,838
           

 

 

 
             
Percentages are stated as a percent of net assets.                  

A Non-income producing security.

B Security has been fair valued pursuant to the Manager’s procedures related to pricing that is not available after the close of exchange or the available price does not reflect the security’s true market value. At period end, the value of these securities amounted to $72,592,247 or 15.49% of net assets.

C Variable, floating, or adjustable rate securities with an interest rate that changes periodically. Rates are periodically reset with rates that are based on a predetermined benchmark such as a widely followed interest rate such as T-bills, SOFR, LIBOR or PRIME plus a fixed spread. The interest rate disclosed reflects the rate in effect on October 31, 2023.

D Coupon rate may change based on changes of the underlying collateral or prepayments of principal. The coupon rate shown represents the rate at period end.

E Perpetual maturity. The date shown, if any, is the next call date.

F Security exempt from registration under the Securities Act of 1933. These securities may be resold to qualified institutional buyers pursuant to Rule 144A. At the period end, the value of these securities amounted to $10,624,506 or 2.27% of net assets. The Fund has no right to demand registration of these securities.

G All or a portion of this security is on loan, collateralized by either cash and/or U.S. Treasuries, at October 31, 2023 (Note 9).

H Unit - Usually consists of one common stock and/or rights and warrants.

I A type of Preferred Stock that has no maturity date.

J The Fund is affiliated by having the same investment advisor.

K 7-day yield.

ADR - American Depositary Receipt.

BDC - Business Development Company.

CMT - Constant Maturity Treasury.

DAC - Designated Activity Company.

GDR - Global Depositary Receipt.

LIBOR - London Interbank Offered Rate.

LLC - Limited Liability Company.

LP - Limited Partnership.

PLC - Public Limited Company.

PRIME - A rate, charged by banks, based on the U.S. Federal Funds rate.

REIT - Real Estate Investment Trust.

SOFR - Secured Overnight Financing Rate.

USD - United States Dollar.

 

Long Futures Contracts Open on October 31, 2023:

 

Equity Futures Contracts  
Description    Number of
Contracts
   Expiration Date    Notional
Amount
     Contract Value      Unrealized
Appreciation
(Depreciation)
 
CME e-Mini Standard & Poor’s 500 Index Futures    24    December 2023    $ 5,226,095      $ 5,054,700      $ (171,395
ICE U.S. mini MSCI EAFE Index Futures    21    December 2023      2,145,796        2,072,805        (72,991
ICE U.S. MSCI Emerging Markets EM Index Futures    20    December 2023      952,419        919,200        (33,219
        

 

 

    

 

 

    

 

 

 
   $ 8,324,310      $ 8,046,705      $ (277,605
        

 

 

    

 

 

    

 

 

 

 

See accompanying notes

 

25


American Beacon Diversified FundSM

Schedule of Investments

October 31, 2023

 

 

Index Abbreviations:
MSCI    Morgan Stanley Capital International.
MSCI EAFE    Morgan Stanley Capital International - Europe, Australasia, and Far East.
Exchange Abbreviations:
CME    Chicago Mercantile Exchange.
ICE    Intercontinental Exchange.

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of October 31, 2023, the investments were classified as described below:

 

Diversified Fund

  Level 1           Level 2           Level 3           Total  

Assets

             

Common Stocks

  $ 196,578,200       $ 7,682,314       $ -       $ 204,260,514  

Corporate Obligations

    -         17,579,576         -         17,579,576  

Foreign Corporate Obligations

    -         7,993,551         -         7,993,551  

Foreign Sovereign Obligations

    -         76,681         -         76,681  

Asset-Backed Obligations

    -         5,939,911         -         5,939,911  

Commercial Mortgage-Backed Obligations

    -         635,390         -         635,390  

U.S. Agency Mortgage-Backed Obligations

    -         64,065,174         -         64,065,174  

U.S. Treasury Obligations

    -         56,989,340         -         56,989,340  

Foreign Common Stocks

    29,878,919         64,079,147         -         93,958,066  

Foreign Preferred Stocks

    880,391         830,786         -         1,711,177  

Short-Term Investments

    14,675,407         -         -         14,675,407  

Securities Lending Collateral

    2,726,058         -         -         2,726,058  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Investments in Securities - Assets

  $ 244,738,975       $ 225,871,870       $ -       $ 470,610,845  
 

 

 

     

 

 

     

 

 

     

 

 

 

Financial Derivative Instruments - Liabilities

 

Futures Contracts

  $ (277,605     $ -       $ -       $ (277,605
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Financial Derivative Instruments - Liabilities

  $ (277,605     $ -       $ -       $ (277,605
 

 

 

     

 

 

     

 

 

     

 

 

 

U.S. GAAP requires transfers between all levels to/from level 3 be disclosed. During the year ended October 31, 2023, there were no transfers into or out of Level 3.

 

See accompanying notes

 

26


American Beacon Diversified FundSM

Statement of Assets and Liabilities

October 31, 2023

 

 

Assets:

 

Investments in unaffiliated securities, at fair value §

  $ 453,209,380  

Investments in affiliated securities, at fair value

    17,401,465  

Foreign currency, at fair value^

    219  

Cash

    34,801  

Cash collateral held at broker for futures contracts

    437,000  

Dividends and interest receivable

    1,557,001  

Deposits with broker for futures contracts

    309,158  

Receivable for investments sold

    1,363,348  

Receivable for tax reclaims

    196,186  

Prepaid expenses

    6,266  
 

 

 

 

Total assets

    474,514,824  
 

 

 

 

Liabilities:

 

Payable for investments purchased

    2,385,579  

Management and sub-advisory fees payable (Note 2)

    385,810  

Transfer agent fees payable (Note 2)

    3,017  

Payable upon return of securities loaned (Note 9)§

    2,726,058  

Custody and fund accounting fees payable

    32,635  

Professional fees payable

    98,188  

Trustee fees payable (Note 2)

    1,428  

Payable for prospectus and shareholder reports

    11,815  

Payable for variation margin from open futures contracts (Note 5)

    277,489  

Other liabilities

    1,967  
 

 

 

 

Total liabilities

    5,923,986  
 

 

 

 

Commitments and contingent liabilities

 
 

 

 

 

Net assets

  $ 468,590,838  
 

 

 

 

Analysis of net assets:

 

Paid-in-capital

  $ 448,873,528  

Total distributable earnings (deficits)A

    19,717,310  
 

 

 

 

Net assets

  $ 468,590,838  
 

 

 

 

Shares outstanding at no par value (unlimited shares authorized)

    45,786,735  

Net assets

  $ 468,590,838  

Net asset value, offering and redemption price per share

  $ 10.23  

Cost of investments in unaffiliated securities

  $ 435,795,963  

Cost of investments in affiliated securities

  $ 17,401,465  

§ Fair value of securities on loan

  $ 4,401,786  

^ Cost of foreign currency

  $ 221  

A The Fund’s investments in affiliated securities did not have unrealized appreciation (depreciation) at year end.

 

 

See accompanying notes

 

27


American Beacon Diversified FundSM

Statement of Operations

For the year ended October 31, 2023

 

 

Investment income:

 

Dividend income from unaffiliated securities (net of foreign taxes)

  $ 6,729,507  

Dividend income from affiliated securities (Note 2)

    595,041  

Interest income

    6,282,596  

Income derived from securities lending (Note 9)

    26,863  

Other income

    114  
 

 

 

 

Total investment income

    13,634,121  
 

 

 

 

Expenses:

 

Management and sub-advisory fees (Note 2)

    1,608,489  

Transfer agent fees

    19,835  

Custody and fund accounting fees

    138,383  

Professional fees

    142,235  

Registration fees and expenses

    224  

Prospectus and shareholder report expenses

    35,657  

Trustee fees (Note 2)

    26,751  

Loan expense (Note 10)

    2,905  

Other expenses

    59,178  
 

 

 

 

Total expenses

    2,033,657  
 

 

 

 

Net investment income

    11,600,464  
 

 

 

 

Realized and unrealized gain (loss) from investments:

 

Net realized gain (loss) from:

 

Investments in unaffiliated securitiesA

    (4,775,979

Commission recapture (Note 1)

    148  

Foreign currency transactions

    (46,812

Futures contracts

    366,406  

Change in net unrealized appreciation (depreciation) of:

 

Investments in unaffiliated securitiesB

    12,294,988  

Foreign currency transactions

    17,611  

Futures contracts

    (23,187
 

 

 

 

Net gain from investments

    7,833,175  
 

 

 

 

Net increase in net assets resulting from operations

  $ 19,433,639  
 

 

 

 

Foreign taxes

  $ 280,726  

A The Fund did not recognize net realized gains (losses) from the sale of investments in affiliated securities.

 

B The Fund’s investments in affiliated securities did not have a change in unrealized appreciation (depreciation) at year end.

 

 

See accompanying notes

 

28


American Beacon Diversified FundSM

Statement of Changes in Net Assets

 

 

    Year Ended
October 31, 2023
          Year Ended
October 31, 2022
 

Increase (decrease) in net assets:

     

Operations:

     

Net investment income

  $ 11,600,464       $ 7,967,955  

Net realized gain (loss) from investments in unaffiliated securities, commission recapture, foreign currency transactions, and futures contracts

    (4,456,237       14,316,789  

Change in net unrealized appreciation (depreciation) of investments in unaffiliated securities, foreign currency transactions, and futures contracts

    12,289,412         (109,049,457
 

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

    19,433,639         (86,764,713
 

 

 

     

 

 

 

Distributions to shareholders:

     

Total retained earnings

    (21,709,079       (48,775,054
 

 

 

     

 

 

 

Net distributions to shareholders

    (21,709,079       (48,775,054
 

 

 

     

 

 

 

Capital share transactions (Note 11):

     

Proceeds from sales of shares

    7,562,152         9,861,198  

Reinvestment of dividends and distributions

    21,709,079         48,775,053  

Cost of shares redeemed

    (33,859,680       (37,509,832
 

 

 

     

 

 

 

Net increase (decrease) in net assets from capital share transactions

    (4,588,449       21,126,419  
 

 

 

     

 

 

 

Net (decrease) in net assets

    (6,863,889       (114,413,348
 

 

 

     

 

 

 

Net assets:

     

Beginning of year

    475,454,727         589,868,075  
 

 

 

     

 

 

 

End of year

  $ 468,590,838       $ 475,454,727  
 

 

 

     

 

 

 

 

See accompanying notes

 

29


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

1.  Organization and Significant Accounting Policies

American Beacon Institutional Funds Trust (the “Trust”) is organized as a Delaware statutory trust. The Fund, a series within the Trust, is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. As of October 31, 2023, the Trust consists of one active series presented in this filing: American Beacon Diversified Fund (the “Fund”). The Fund is not registered under the Securities Act of 1933 and is not available for sale to the public.

American Beacon Advisors, Inc. (the “Manager”) is a Delaware corporation and a wholly-owned subsidiary of Resolute Investment Managers, Inc. (“RIM”) organized in 1986 to provide business management, advisory, administrative, and asset management consulting services to the Trust and other investors. The Manager is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 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.

On July 11, 2023, (i) RIH, RIM and certain of their affiliates, and (ii) the current owners of approximately 93% of RIH (the “Current Ownership Group”) entered into a transaction agreement with certain creditors of RIM (the “Lender Group”) pursuant to which (i) all equity interests in RIH would be cancelled, (ii) new equity interests would be issued to members of the Lender Group, and (iii) the existing credit agreements between RIM and the Lender Group would be terminated and a new credit agreement would be executed (“Transaction”). The Lender Group consists of various institutional investment funds (“New Ownership Group”) that are managed by financial institutions and other investment advisory firms.

Upon the closing of the Transaction, the Manager will be wholly-owned indirectly by the New Ownership Group, rather than the Current Ownership Group. The Transaction is expected to close in the fourth calendar quarter of 2023, subject to the satisfaction of certain closing conditions. The Transaction will result in a change of control of the Manager and the termination of the Fund’s management and investment advisory agreements (the “Current Management Agreement” and “Current Investment Advisory Agreements”, respectively). The Board has approved a new management agreement with the Manager (the “New Management Agreement”) and a new investment advisory agreement among the Manager, the sub-advisors and the Trust, on behalf of the Fund (the “New Investment Advisory Agreements”) (collectively, the “Agreements”), that would become effective upon the closing of the Transaction. A special meeting of the shareholders of the Fund as of July 31, 2023 was held on October 27, 2023 to consider the Agreements. The shareholders of the Fund approved the Agreements between the Trust and the Fund. In advance of the meeting, proxy materials were sent to those shareholders regarding the New Management Agreement. There are no anticipated changes in the services provided by the Manager or sub-advisors or in the fee rates charged by the Manager to a Fund. Please see the Results of Shareholder Meeting for more information.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848); Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform. The guidance is applicable to contracts referencing London Inter-bank Offered Rate (“LIBOR”) or another reference rate that is expected to be discontinued due to reference rate reform. The ASU is effective as of March 12, 2020 and generally can be applied through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 which updates and clarifies ASU No. 2020-04. The amendments in this ASU defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. Management expects these ASUs will not have a material impact on the Fund’s financial statements.

 

 

30


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820); Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which provides clarifying guidance that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Management expects the ASU will not have a material impact on the Fund’s financial statements.

Significant Accounting Policies

The following is a summary of significant accounting policies, consistently followed by the Fund in preparation of the financial statements. The Fund is considered an investment company and accordingly, follows the investment company accounting and reporting guidance of the FASB Accounting Standards Codification Topic 946, Financial Services – Investment Companies, a part of Generally Accepted Accounting Principles (“U.S. GAAP”).

Security Transactions and Investment Income

Security transactions are recorded as of the trade date for financial reporting purposes. Securities purchased or sold on a when-issued or delayed-delivery basis may be settled beyond a standard settlement period for the security after the trade date.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date, except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Tax reclaim accruals are automatically generated on accounting and custody systems at the time of the income event based on the tax databases maintained by the Fund’s custodian. Interest income, net of foreign taxes, is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. Realized gains (losses) from securities sold are determined based on specific lot identification. Estimated tax liabilities on certain foreign securities are recorded on an accrual basis and are reflected as components of interest income or net change in unrealized appreciation (depreciation) on investments on the Statement of Operations, as appropriate. Tax liabilities realized as a result of such security sales are reflected as a component of net realized gain (loss) on investments on the Statement of Operations.

Central Securities Depositories Regulation (“CSDR”)

Effective February 1, 2022, the CSDR introduced new measures for the authorization and supervision of European Union Central Security Depositories and sets out to create a common set of prudential, organizational, and conduct of business standards at a European level. CSDR is designed to support securities settlement and operational aspects of securities settlement, including the provision of shorter settlement periods; mandatory buy-ins; and cash penalties, to prevent and address settlement fails. CSDR measures are aimed to prevent settlement fails by ensuring that all transaction details are provided to facilitate settlement, as well as further incentivizing timely settlement by imposing cash penalty fines and buy-ins. The Fund may be subject to pay cash penalties and may also receive cash penalties with certain counterparties in instances where there are settlement fails. At this time, the adoption of CSDR has not had a material impact to the financial statements.

Currency Translation

All assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the mean of the bid and ask prices of such currencies against U.S. dollars as last quoted by a recognized dealer. Income, expenses, and purchases and sales of investments are translated into U.S. dollars at the rate of the exchange prevailing on the respective dates of such transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and is reported with all other foreign currency gains and losses on the Fund’s Statement of Operations.

 

 

31


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

Distributions to Shareholders

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 and distributions of realized net capital gains and net gains from foreign currency transactions on an annual basis. The Fund does not have a fixed dividend rate and does not guarantee that it will pay any distributions in any particular period. Dividends to shareholders are determined in accordance with federal income tax regulations, which may differ in amount and character from net investment income and realized gains recognized for purposes of U.S. GAAP. To the extent necessary to fully distribute capital gains, the Fund may designate earnings and profits distributed to shareholders on the redemption of shares.

Commission Recapture

The Fund has established brokerage commission recapture arrangements with certain brokers or dealers. If the Fund’s investment 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. This amount is reported with the net realized gain (loss) in the Fund’s Statement of Operations, if applicable.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimated.

Other

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trust’s maximum exposure under these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.

2.  Transactions with Affiliates

Management and Investment Sub-Advisory Agreements

The Fund and the Manager are parties to a Management Agreement that obligates the Manager to provide the Fund with investment advisory and administrative services. As compensation for performing the duties under the Management Agreement, the Manager will receive an annualized fee of 0.10% based on a percentage of the Fund’s average daily net assets that is calculated and accrued daily.

The Trust, on behalf of the Fund, and the Manager have entered into Investment Advisory Agreements with Aristotle Capital Management LLC; Barrow, Hanley, Mewhinney & Strauss, LLC; Brandywine Global Investment Management, LLC; Hotchkis and Wiley Capital Management, LLC; Lazard Asset Management, LLC; and WCM Investment Management, LLC (“Sub-Advisors”) pursuant to which the Fund has agreed to pay annualized sub-advisory fees that are calculated and accrued daily based on the Fund’s average daily net assets.

The Management and Sub-Advisory Fees paid by the Fund for the year ended October 31, 2023 were as follows:

 

    Effective Fee Rate           Amount of Fees Paid  

Management Fees

    0.10     $ 501,265  

Sub-Advisory Fees

    0.22       1,107,224  
 

 

 

     

 

 

 

Total

    0.32     $ 1,608,489  
 

 

 

     

 

 

 

 

 

32


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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 investment income (the income earned in the form of interest, dividends and realized capital gains from the investment of cash collateral, plus any negative rebate fees paid by borrowers, less the rebate amount paid to borrowers as well as related expenses) and, with respect to collateral other than cash, a fee up to 10% of loan fees and demand premiums paid by borrowers. These fees are included in “Income derived from securities lending” and “Management and sub-advisory fees” on the Statement of Operations. During the year ended October 31, 2023, the Manager received securities lending fees of $2,925 for the securities lending activities of the Fund.

Investments in Affiliated Funds

The Fund may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). Cash collateral received by the Fund in connection with securities lending may also be invested in the USG Select Fund. The Fund listed below held the following shares with an October 31, 2023 fair value and dividend income earned from the investment in the USG Select Fund.

 

Affiliated Security

  Type of
Transaction
        Fund           October 31,
2023
Shares/Principal
          Change in
Unrealized
Gain (Loss)
          Realized
Gain
(Loss)
          Dividend
Income
          October 31,
2023
Fair Value
 
U.S. Government Money Market Select   Direct       Diversified       $ 14,675,407       $ -       $ -       $ 595,041       $ 14,675,407  
U.S. Government Money Market Select   Securities Lending       Diversified         2,726,058         -         -         N/A         2,726,058  

The Fund and the USG Select Fund have the same investment advisor and therefore, are considered to be affiliated. The Manager serves as investment advisor to the USG Select Fund and receives management fees and administrative fees totaling 0.10% of the average daily net assets of the USG Select Fund. During the year ended October 31, 2023, the Manager earned fees on the Fund’s direct investments and securities lending collateral investments in the USG Select Fund as shown below:

 

Fund

   Direct Investments in
USG Select Fund
     Securities Lending
Collateral
Investments in USG
Select Fund
     Total  

Diversified

   $ 12,757      $ 2,268      $ 15,025  

Interfund Credit Facility

Pursuant to an exemptive order issued by the U.S. Securities and Exchange Commission (“SEC”), the Fund, along with other registered investment companies having management contracts with the Manager, may participate in a credit facility whereby each fund, under certain conditions, is permitted to lend money directly to and borrow directly from other participating funds for temporary purposes. The interfund credit facility is advantageous to the funds because it provides added liquidity and eliminates the need to maintain higher cash balances to meet redemptions. This situation could arise when shareholder redemptions exceed anticipated volumes and certain funds have 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, they often do not receive payment in settlement for up to two days (or longer for certain foreign transactions). Redemption requests normally are satisfied on the next business day. The credit facility provides a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities. 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 the activities of the credit facility to the Board. During the year ended October 31, 2023, the Fund did not utilize the credit facility.

 

 

33


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

Concentration of Ownership

From time to time, the Fund may have a concentration of one or more accounts constituting a significant percentage of shares outstanding. Investment activities by holders of accounts that represent a significant ownership of more than 5% of the Fund’s outstanding shares could have a material impact on the Fund. As of October 31, 2023, based on management’s evaluation of the shareholder account base, three accounts have been identified as representing an unaffiliated significant ownership of approximately 90% of the Fund’s outstanding shares.

Trustee Fees and Expenses

As compensation for their service to the American Beacon Funds Complex, including the Trust (collectively, the “Trusts”), each Trustee is compensated from the Trusts as follows: (1) an annual retainer of $130,000; (2) meeting attendance fee (for attendance in-person or via teleconference) of (a) $12,000 for in person attendance, or $5,000 for telephonic attendance, by Board members for each regularly scheduled or special Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit and Compliance Committee and the Investment Committee, (c) $1,000 for attendance by Committee members at meetings of the Nominating and Governance Committee; and (d) $2,500 for attendance by Board members for each special telephonic Board meeting; and (3) reimbursement of reasonable expenses incurred in attending Board meetings, Committee meetings, and relevant educational seminars. For this purpose, the Board considers attendance at regular meetings held by video conference to constitute in-person attendance at a Board meeting. The Trustees also may be compensated for attendance at special Board and/or Committee meetings from time to time. For her service as Board Chair, Ms. Cline receives an additional annual retainer of $50,000. Although she attends several committee meetings at each quarterly Board meeting, she receives only a single $2,500 fee each quarter for her attendance at those meetings. The chairpersons of the Audit and Compliance 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.

3.  Security Valuation and Fair Value Measurements

The price of the Fund’s shares is based on its net asset value (“NAV”) per share. The Fund’s NAV is computed by adding total assets, subtracting all the Fund’s liabilities, and dividing the result by the total number of shares outstanding.

The NAV 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 New York Stock Exchange (“NYSE” or “Exchange”), which is typically 4:00 p.m. Eastern Time (“ET”). However, if trading on the NYSE closes at a time other than 4:00 p.m. ET, 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, including shares of closed-end funds and exchange-traded funds (“ETFs”), are valued at the last sale price or official closing price taken from the primary exchange in which each security trades. Investments in other mutual funds are valued at the closing NAV per share on the day of valuation. Debt securities are valued at bid quotes from broker/dealers or evaluated bid prices from pricing services, who may consider a number of inputs and factors, such as prices of comparable securities, yield curves, spreads, credit ratings, coupon rates, maturity, default rates, and underlying collateral. Futures are valued based on their daily settlement prices. Exchange-traded and over-the-counter (“OTC”) options are valued at the last sale price. Options with no last sale for the day are priced at mid quote. Swaps are valued at evaluated mid prices from pricing services.

 

 

34


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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. ET.

Rule 2a-5 under the Investment Company Act (the “Valuation Rule”) establishes requirements for determining fair value in good faith for purposes of the Investment Company Act, including related oversight and reporting requirements. The Valuation Rule also defines when market quotations are “readily available,” which is the threshold for determining whether a Fund must fair value a security. Among other things, the Valuation Rule permits the Board to designate the Manager as Valuation Designee to perform the Fund’s fair value determinations subject to board oversight and certain reporting and other requirements intended to ensure that the Board receives the information it needs to oversee the Manager’s fair value determinations. Effective September 8, 2022, the Board has designated the Manager as valuation designee to perform fair value functions in accordance with the requirements of the Valuation Rule.

Securities may be valued at fair value, as determined in good faith and pursuant to the Manager’s procedures, under certain limited circumstances. For example, fair value pricing will be used for fixed-income securities and 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, 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 the Fund invests as described below. In addition, the Fund may invest in illiquid securities requiring these procedures.

The Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund’s pricing time of 4:00 p.m. ET. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. If the Manager determines that the last quoted prices of non-U.S. securities will, in its judgment, materially affect the value of some or all the Fund’s portfolio securities, the Manager can adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Manager reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. These securities are fair valued using a pricing service, using methods approved by the Manager, that considers the correlation of the trading patterns of the foreign security to intraday trading in the U.S. markets, based on indices of domestic securities and other appropriate indicators such as prices of relevant American Depositary Receipts (“ADRs”) and futures contracts. The Manager’s Valuation Committee may also fair value securities in other situations, such as when a particular foreign market is closed but the Fund is open. The Fund uses outside pricing services to provide closing prices and information to evaluate and/or adjust those prices. As a means of evaluating its security valuation process, the Valuation Committee routinely compares closing prices, the next day’s opening prices in the same markets and adjusted prices.

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

 

 

35


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

effectiveness of the Fund’s fair valuation procedures. If any significant discrepancies are found, the Manager may adjust Manager’s fair valuation procedures for the Fund.

Valuation Inputs

Various inputs may be used to determine the fair value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

 

Level 1   -   Quoted prices in active markets for identical securities.
Level 2   -   Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others.
Level 3   -   Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment.

Level 1 and Level 2 trading assets and trading liabilities, at fair value

Common stocks, ETFs, preferred securities and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Preferred securities and other equities traded on inactive markets or valued by reference to similar instruments are generally categorized as Level 2 of the fair value hierarchy. Valuation adjustments may be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy.

With respect to the Fund’s investments that do not have readily available market quotations, the Board has designated the Adviser as its valuation designee to perform fair valuations pursuant to Rule 2a-5 under the Act (the “Valuation Designee”). If market prices are not readily available or are deemed unreliable, the Valuation Designee will use the fair value of the security or other instrument as determined in good faith under policies and procedures established by the Manager and under the oversight of the Board (“Valuation Procedures”). Market prices are considered not readily available where there is an absence of current or reliable market-based data (e.g., trade information or broker quotes), including where events occur after the close of the relevant market, but prior to the NYSE Close, that materially affect the values of the Fund’s portfolio holdings or assets. In addition, market prices are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities or other instruments trade do not open for trading for the entire day and no other market prices are available. Fair value pricing is subjective in nature and the use of fair value pricing by the Valuation Designee may cause the NAV of the Fund’s shares to differ significantly from the NAV that would have been calculated using market prices at the close of the exchange on which a portfolio holding is primarily traded. There can be no assurance that the Fund could obtain the fair value assigned to an investment if the Fund were to sell the investment at approximately the time at which the Fund determines its NAV.

Fixed-income securities including corporate, convertible and municipal bonds and notes, U.S. government agencies, U.S. Treasury obligations, sovereign issues, bank loans, convertible preferred securities, and non-U.S. bonds are normally valued by pricing service providers that use broker dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates, and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy. Fixed-income securities purchased on a delayed-delivery basis are marked-to-market daily until settlement at the forward settlement date and are categorized as Level 2 of the fair value hierarchy.

 

 

36


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

Mortgage-related and asset-backed securities (“ABS”) are usually issued as separate tranches, or classes, of securities within each deal. These securities are also normally valued by pricing service providers that use broker-dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, current market data, estimated cash flows, and market-based yield spreads for each tranche, and incorporates deal collateral performance, as available. Mortgage-related and ABS that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy.

OTC financial derivative instruments, such as forward foreign currency contracts derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These contracts are normally valued on the basis of broker dealer quotations or pricing service providers. Depending on the product and the terms of the transaction, the fair value of the financial derivative contracts can be estimated by a pricing service provider using a series of techniques, including simulation pricing models. The pricing models use inputs that are observed from actively quoted markets such as issuer details, indices, spreads, interest rates, curves, dividends, and exchange rates. Financial derivatives that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy.

4.  Securities and Other Investments

Agency Mortgage-Backed Securities

Certain mortgage-backed securities (“MBS”) may be issued or guaranteed by the U.S. government or a government sponsored entity, such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Although these instruments may be guaranteed by the U.S. government or a government sponsored entity, many such MBS are not backed by the full faith and credit of the United States and are still exposed to the risk of non-payment.

American Depositary Receipts, Global Depositary Receipts, and Non-Voting Depositary Receipts

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Global Depositary Receipts (“GDRs”) are in bearer form and traded in both the U.S. and European securities markets. Non-Voting Depositary Receipts (“NVDRs”) represent financial interests in an issuer but the holder is not entitled to any voting rights. 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.

Asset-Backed Securities (“ABS”)

ABS 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

 

 

37


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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 and so-called plastic bonds, backed by credit card receivables. The Fund is permitted to invest in ABS, subject to the Fund’s rating and quality requirements.

The value of an ABS 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 ABS 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 ABS’s par value. Value is also affected if any credit enhancement has been exhausted.

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 OTC. OTC stock may be less liquid than exchange-traded stock.

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 MBS and ABS, 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 MBS and ABS, 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;

 

 

38


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

(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 certificates of deposit (“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 may be 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.

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 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

 

 

39


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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.

Restricted securities outstanding during the year ended October 31, 2023 are disclosed in the Notes to the Schedule of Investments.

Mortgage-Backed Securities

MBS often have stated maturities of up to thirty years when they are issued, depending upon the length of the mortgages underlying the securities. In practice however, unscheduled or early payments of principal and interest on the underlying mortgages may make the securities’ effective maturity shorter than this, and the prevailing interest rates may be higher or lower than the current yield of the Fund’s portfolio at the time resulting in reinvestment risk.

Rising or high interest rates may result in slower than expected principal payments which may tend to extend the duration of MBS, making them more volatile and more sensitive to changes in interest rates. This is known as extension risk.

MBS may have less potential for capital appreciation than comparable fixed-income securities due to the likelihood of increased prepayments of mortgages resulting from foreclosures or declining interest rates. These foreclosed or refinanced mortgages are paid off at face value (par) or less, causing a loss, particularly for any investor who may have purchased the security at a premium or a price above par. In such an environment, this risk limits the potential price appreciation of these securities.

Mortgage-Related and Other Asset-Backed Securities

The Fund may invest in mortgage or other ABS. These securities may include mortgage instruments issued by U.S. government agencies (“agency mortgages”) or those issued by private entities (“non-agency mortgages”). Specific types of instruments may include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities and other securities that directly or indirectly represent a participation in, or are secured by a payable from, mortgage loans on real property. The value of the Fund’s MBS may be affected by, among other things, changes or perceived changes in interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgage, or the quality of the underlying assets. The mortgages underlying the securities may default or decline in quality or value. Through its investments in MBS, the Fund has exposure to subprime loans, Alt-A loans and non-conforming loans as well as to the mortgage and credit markets generally. Underlying collateral related to subprime, Alt-A and non-conforming mortgage loans has become increasingly susceptible to defaults and declines in quality or value, especially in a declining residential real estate market. In addition, regulatory or tax changes may adversely affect the mortgage securities markets as a whole.

 

 

40


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

Other Investment Company Securities and Other Exchange-Traded Products

The Fund may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies (“BDCs”), ETFs, unit investment trusts, and other investment companies of the Trust. 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, the 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 the 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. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Privately Issued Mortgage-Backed Securities

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.

Publicly Traded Partnerships/Master Limited Partnerships (“MLPs”)

The Fund may invest in publicly traded partnerships such as MLPs. MLPs issue units that are registered with the SEC and are freely tradable on a securities exchange or in the OTC market. An MLP may have one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. The general partner or partners are jointly and severally responsible for the liabilities of the MLP. (An MLP also may be an entity similar to a limited partnership, such as an LLC, which has one or more managers or managing members and non-managing members (who are like limited partners)). The Fund invests in an MLP as a limited partner and normally would not be liable for the debts of an MLP beyond the amount the Fund has invested therein, but it would not be shielded to the same extent that a shareholder of a corporation would be. In certain instances, creditors of an MLP would have the right to seek a return of capital that had been distributed to a limited partner. The right of an MLP’s creditors would continue even after the Fund had sold its investment in the partnership. MLPs typically invest in real estate and oil and gas equipment leasing assets, but they also finance entertainment, research and development, and other projects.

Real Estate Investment Trusts (“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.

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

 

 

41


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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 (“FHLB”) obligations, Federal Farm Credit Bank (“FFCB”) obligations, U.S. Government agency obligations and repurchase agreements secured thereby. U.S. Government agency securities are subject to credit risk and interest rate risk.

U.S. Treasury Obligations

U.S. Treasury obligations include bills (initial maturities of one year or less), notes (initial maturities between two and ten years), and bonds (initial maturities over ten years) issued by the U.S. Treasury, Separately Traded Registered Interest and Principal component parts of such obligations (known as “STRIPS”) and inflation-indexed securities. The prices of these securities (like all debt securities) change between issuance and maturity in response to fluctuating market interest rates. U.S. Treasury obligations are subject to credit risk and interest rate risk.

Variable or Floating Rate Obligations

The coupon on certain fixed-income securities in which the Fund may invest is 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. 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 obligations 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.

As short-term interest rates decline, the coupons on floating rate securities typically 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.

5.  Financial Derivative Instruments

The Fund may utilize derivative instruments to enhance return, hedge risk, gain efficient exposure to an asset class or to manage liquidity. When considering the Fund’s use of derivatives, it is important to note that the Fund does not use derivatives for the purpose of creating financial leverage.

Forward Foreign Currency Contracts

The Fund may enter into forward foreign currency contracts to hedge the exchange rate risk on investment transactions or to hedge the value of the Fund’s securities denominated in foreign currencies. Forward foreign currency contracts are valued at the forward exchange rate prevailing on the day of valuation. The Fund may also use currency contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Fund bears the market risk that arises from changes in foreign exchange rates, and accordingly, the unrealized gain (loss) on these contracts is reflected in the accompanying financial statements. The Fund also bears the credit risk if the counterparty fails to perform under the contract.

 

 

42


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

During the year ended October 31, 2023, the Fund did not have any outstanding forward foreign currency contracts.

Futures Contracts

A futures contract is a contract to purchase or sell a particular security, or the cash value of an 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. A Treasury futures contract is a contract for the future delivery of a U.S. Treasury security. An equity index futures contract is based on the value of an underlying index. 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 prices of futures contracts and the assets underlying such contracts and that there may not be a liquid secondary market for a futures contract.

During the year ended October 31, 2023, the Fund entered into futures contracts primarily for exposing cash to markets.

The Fund’s average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic requirements. The following table illustrates the average quarterly volume of futures contracts. For the purpose of this disclosure, volume is measured by contracts outstanding at each quarter end.

 

Average Futures Contracts Outstanding

 

Fund

  Year Ended October 31, 2023  

Diversified

    59  

The following is a summary of the fair valuations of the Fund’s derivative instruments categorized by risk exposure(1):

 

Fair values of financial instruments on the Statement of Assets and Liabilities as of October 31, 2023:

 

    Derivatives not accounted for as hedging instruments  

 

 

 

Liabilities:

  Credit contracts       Foreign exchange
contracts
      Commodity
contracts
      Interest rate
contracts
      Equity contracts       Total
Payable for variation margin from open futures contracts(2)     $         $         $         $ -         $ (277,605 )         $ (277,605 )

 

 

43


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

The effect of financial derivative instruments on the Statement of Operations as of October 31, 2023:

 

    Derivatives not accounted for as hedging instruments  

 

 

 

Realized gain (loss) from derivatives
recognized as a result of operations

  Credit contracts       Foreign exchange
contracts
      Commodity
contracts
      Interest rate
contracts
      Equity contracts       Total
Futures contracts     $         $         $         $ -         $ 366,406         $ 366,406

Net change in unrealized appreciation
(depreciation) of derivatives recognized as
a result from operations:

  Credit contracts       Foreign exchange
contracts
      Commodity
contracts
      Interest rate
contracts
      Equity contracts       Total
Futures contracts     $         $         $         $ -         $ (23,187 )         $ (23,187 )

(1) See Note 3 in the Notes to Financial Statements for additional information.

(2) Includes cumulative appreciation (depreciation) of futures contracts as reported in the Fund’s Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

Master Agreements

Master Securities Forward Transaction Agreements (“Master Forward Agreements”) govern the considerations and factors surrounding the settlement of certain forward settling transactions, such as delayed delivery or sale-buyback financing transactions by and between the Fund and select counterparties. The Master Forward Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and maintenance of collateral.

Offsetting Assets and Liabilities

The Fund is a party to enforceable master netting agreements between brokers and counterparties which provide for the right to offset under certain circumstances. The Fund employs multiple counterparties and has elected not to offset qualifying financial and derivative instruments on the Statement of Assets and Liabilities, as such all financial and derivative instruments are presented on a gross basis. The impacts of netting arrangements that provide the right to offset are detailed below, if applicable. The net amount represents the net receivable or payable that would be due from or to the counterparty in the event of default. Exposure from borrowings and other financing agreements such as repurchase agreements can only be netted across transactions governed by the same Master Agreement with the same legal entity. All amounts reported below represent the balance as of the report date, October 31, 2023.

 

Offsetting of Financial and Derivative Assets as of October 31, 2023:

 

 

  Assets           Liabilities  
Futures Contracts(1)   $ -       $ 277,605  
 

 

 

     

 

 

 
Total derivative assets and liabilities in the Statement of Assets and Liabilities   $ -       $ 277,605  
 

 

 

     

 

 

 
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)   $ -       $ (277,605
 

 

 

     

 

 

 

 

    Remaining Contractual Maturity of the Agreements
As of October 31, 2023
 
    Overnight and
Continuous
          <30 days           Between
30 & 90 days
          >90 days           Total  

Securities Lending Transactions

                 

Common Stocks

  $ 2,726,058       $ -       $ -       $ -       $ 2,726,058  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Borrowings

  $ 2,726,058       $ -       $ -       $ -       $ 2,726,058  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Gross amount of recognized liabilities for securities lending transactions

 

  $ 2,726,058  
                 

 

 

 

(1) Includes cumulative appreciation or (depreciation) of futures contracts as reported in the Schedule of Investments footnotes. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

 

 

44


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

6.  Principal Risks

Investing in the Fund may involve certain risks including, but not limited to, those described below.

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 MBS and ABS 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 MBS and ABS 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 MBS and ABS. Therefore, the prices of MBS and ABS 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, the 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.

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 obtain no recovery of 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, will fail to make timely payment of interest or principal or otherwise honor its obligations or default completely. The strategies utilized by the sub-advisors 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

 

 

45


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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 making direct investments in non-U.S. currencies or in securities denominated in non-U.S. currencies, or by purchasing or selling foreign currency futures contracts and forward currency exchange contracts in non-U.S. currencies. Foreign currencies may decline in value relative to the U.S. dollar, or, in the case of hedging positions, the U.S. dollar may decline in value relative to the currency being hedged, and thereby 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. Currency exchange rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, the Fund’s investments in foreign currency denominated securities may reduce the returns of the Fund. 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). 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.

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 be illiquid and may be more volatile than other types of investments. The Fund may buy or sell derivatives not traded on an exchange and 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 obtain no recovery of 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.

Equity Investments Risk

Equity securities are subject to market risk. The Fund’s investments in equity securities may include common stocks, preferred stocks, securities convertible into or exchangeable for common stocks, REITs, depositary receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. Such investments may expose the Fund to additional 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. Preferred stocks and convertible securities are sensitive to movements in interest rates. Preferred stocks may be less liquid than

 

 

46


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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. Convertible securities are subject to the risk that the credit standing of the issuer may have an effect on the convertible securities’ investment value. Investments in REITs are subject to the risks associated with investing in the real estate industry such as adverse developments affecting the real estate industry and real property values. 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, less liquidity and more volatility, less government regulation and supervision and delays in transaction settlement.

Foreign Investing and Emerging Markets 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 price volatility, (6) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, and (7) delays in transaction settlement in some foreign markets. 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. In addition, 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. 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 or depository or their agents goes bankrupt. 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, 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. In addition, there may be less information available to make investment decisions and more volatile rates of return.

Forward Foreign Currency Contracts Risk

Forward foreign currency contracts, including non-deliverable forwards, are derivative instruments pursuant to a contract with a counterparty to pay 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. The use of forward foreign currency contracts may expose the Fund to additional risks that it would not be subject to if it invested directly in the securities or currencies underlying the forward foreign currency contract.

Futures Contracts Risk

Futures contracts are derivative instruments where one party pays 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).

 

 

47


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

Illiquid and Restricted Securities Risk

Securities not registered in the U.S. under the Securities Act, 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. 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 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.

Interest Rate Risk

Generally, the value of investments with interest rate risk, such as fixed-income securities or derivatives, will move in the opposite direction to movements in interest rates. 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. Interest rates are currently at or near historic lows, and some investments may have negative interest rates. To the extent the Fund holds an investment with a negative interest rate to maturity, the Fund may generate a negative return on that investment. Conversely, in the future, interest rates may rise, perhaps significantly and/or rapidly, potentially resulting in substantial losses to the Fund.

Liquidity Risk

When there is little or no active trading market for a specific type of security 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 to sell or other investments may be difficult to purchase 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. 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.

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, which may negatively affect the Fund’s performance. Equity securities generally have greater price volatility than fixed-income securities, although under certain market conditions fixed-income securities may have comparable or greater price volatility. During a general downturn in the securities markets, multiple assets may decline in value simultaneously. 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. Prices in many financial markets have increased significantly over the last decade, but there have also been periods of adverse market and financial developments and cyclical change during that timeframe, which have resulted in unusually

 

 

48


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

high levels of volatility in domestic and foreign financial markets that has caused losses for investors and may occur again in the future, particularly if markets enter a period of uncertainty or economic weakness. The value of a security may decline due to adverse issuer-specific conditions, general market conditions unrelated to a particular issuer, or factors that affect a particular industry or industries. Changes in the financial condition of a single issuer or market segment also can impact the market as a whole.

Geopolitical and other events, including war, terrorism, economic uncertainty, trade disputes, pandemics, public health crises, natural disasters and related events have led, and in the future may continue to lead, to instability in world economies and markets generally and reduced liquidity in equity, credit and fixed-income markets, which may disrupt economies and markets and adversely affect the value of your investment. Changes in value may be temporary or may last for extended periods.

Policy changes by the U.S. government and/or Federal Reserve and political events within the U.S. and abroad, including the U.S. presidential election, 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.

Markets and market participants are increasingly reliant upon both publicly available and proprietary information data systems. Data imprecision, software or other technology malfunctions, programming inaccuracies, unauthorized use or access, and similar circumstances may impair the performance of these systems and may have an adverse impact upon a single issuer, a group of issuers, or the market at large. The financial markets generally move in cycles, with periods of rising prices followed by periods of declining prices. The value of your investment may reflect these fluctuations.

Mortgage-Backed and Mortgage Related Securities Risk

Investments in mortgage-backed and mortgage-related securities are influenced by the factors affecting the mortgages underlying the securities or the housing market. Investments in mortgage-backed and mortgage-related securities also are subject to market risks for fixed-income securities, which include, but are not limited to, credit risk, interest rate risk, prepayment risk, extension risk, callable securities risk, and valuation risk. A decline in the credit quality of the issuers of mortgage-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. These securities are also subject to the risk of default on the underlying mortgages, particularly during periods of market downturn, and an unexpectedly high rate of defaults on the underlying assets will adversely affect the security’s value.

Multiple Sub-Advisor Risk

The Manager may allocate the Fund’s assets among multiple sub-advisors, each of which is responsible for investing its allocated portion of the Fund’s assets. To a significant extent, the Fund’s performance will depend on the success of the Manager in allocating the Fund’s assets to sub-advisors and its selection and oversight of the sub-advisors. Because each sub-advisor manages its allocated portion of the Fund independently from another sub-advisor, the same security may be held in different portions of the Fund, or may be acquired for one portion of the Fund at a time when a sub-advisor to another portion deems it appropriate to dispose of the security from that other portion, resulting in higher expenses without accomplishing any net result in the Fund’s holdings. Similarly, under some market conditions, one sub-advisor may believe that temporary, defensive investments in short-term instruments or cash are appropriate when another sub-advisor believes continued exposure to the equity or debt markets is appropriate for its allocated portion of the Fund. Because each sub-advisor directs the trading for its own portion of the Fund, and does not aggregate its transactions with those of the other sub-advisors, the Fund may incur higher brokerage costs than would be the case if a single sub-adviser were managing the entire Fund. In addition, while the Manager seeks to allocate the Fund’s assets among the Fund’s sub-advisors in a manner that it believes is consistent with achieving the Fund’s investment objective(s), the Manager may be subject to potential conflicts of interest in allocating the Fund’s assets among sub-advisors, due to factors that could impact the Manager’s revenues and profits.

 

 

49


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

Other Investment Companies Risk

The Fund may invest in shares of other registered investment companies, including money market funds that are advised by the Manager. 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 and will be subject to the risks associated with investments in those companies. For example, the Fund’s investments in money market funds are subject to interest rate risk, credit risk, and market risk. 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 will 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.

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 ABS, 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. 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. 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.

Recent Market Events Risk

Both U.S. and international markets have experienced significant volatility in recent months and years. As a result of such volatility, investment returns may fluctuate significantly. Moreover, the risks discussed herein associated with an investment in the Fund may be increased.

Although interest rates were unusually low in recent years in the U.S. and abroad, in 2022, the Federal Reserve and certain foreign central banks began to raise interest rates as part of their efforts to address rising inflation. It is difficult to accurately predict the pace at which interest rates may continue to increase, the timing, frequency or magnitude of any such increases, or when such increases might stop. Additionally, various economic and political factors could cause the Federal Reserve or another foreign central bank to change their approach in the future and such actions may result in an economic slowdown in the U.S. and abroad. Unexpected increases in interest rates could lead to market volatility or reduce liquidity in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase in market volatility, reduce liquidity across various markets or decrease confidence in the markets. Additionally, high public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty.

In March 2023, the shutdown of certain financial institutions in the U.S. and questions regarding the viability of other financial institutions raised economic concerns over disruption in the U.S. and global banking systems. There can be no certainty that the actions taken by the U.S. or foreign governments will be effective in mitigating the effects of financial institution failures on the economy and restoring public confidence in the U.S. and global

 

 

50


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

banking systems. Some countries, including the U.S., have in recent years adopted more protectionist trade policies. Slowing global economic growth; risks associated with a trade agreement between the United Kingdom and the European Union; the risks associated with ongoing trade negotiations with China; and the possibility of changes to some international trade agreements; political or economic dysfunction within some nations, including major producers of oil; and dramatic changes in commodity and currency prices could have adverse effects that cannot be foreseen at the present time.

Tensions, war, or open conflict between nations, such as between Russia and Ukraine, in the Middle East or in eastern Asia could affect the economies of many nations, including the United States. The duration of ongoing hostilities in the Middle East and between Russia and Ukraine, and any sanctions and related events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could be negatively impacted.

Regulators in the U.S. have proposed and recently adopted a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of various newly-adopted regulations is not currently known. Additionally, it is not clear whether the proposed regulations will be adopted. However, due to the broad scope of the new and proposed regulations, certain changes could limit the Fund’s ability to pursue its investment strategies or make certain investments, or may make it more costly for the Fund to operate, which may impact performance.

Economists and others have expressed increasing concern about the potential effects of global climate change on property and security values. Certain issuers, industries and regions may be adversely affected by the impacts of climate change, including on the demand for and the development of goods and services and related production costs, and the impacts of legislation, regulation and international accords related to climate change, as well as any indirect consequences of regulation or business trends driven by climate change.

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. During periods of heavy redemptions, the Fund may borrow funds through the interfund credit facility or from a bank line of credit, which may increase costs. 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.

Securities Lending Risk

The Fund may lend its portfolio securities to brokers, dealers and financial institutions in order to obtain additional income. Borrowers of the Fund’s securities provide collateral either in the form of cash, which the Fund reinvests in securities or in the form of non-cash collateral consisting of securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities. 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 cover its payment to the borrower of a pre-negotiated fee or “rebate” for the use of that cash collateral in connection with the loan. The Fund could also lose money due to a decline in the value of non-cash collateral. 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 or could result in increased costs. Moreover, if the borrower becomes subject to insolvency or similar proceedings, the Fund could incur delays in its ability to enforce its rights in its collateral. There also is a risk that a borrower may default on its obligation to return loaned securities at a time when the value of the Fund’s collateral is inadequate. Although the Fund’s securities lending agent may indemnify the Fund against that risk, it is also possible that the securities lending agent will be unable to satisfy its indemnification obligations. In any case in which the loaned securities are not returned to the Fund before an ex-dividend date, whether or not due to a default by the borrower, 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.”

 

 

51


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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 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 Government National Mortgage Association (‘‘Ginnie Mae’’); (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 held securities of such issuers, 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. The rising U.S. national debt may lead to adverse impacts on the value of U.S. government securities due to potentially higher costs for the U.S. government to obtain new financing.

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, such as derivatives, which may be illiquid or which may become illiquid and for securities that trade in relatively thin markets and/or markets that experience extreme volatility. 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 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, SOFR, LIBOR or a Treasury bill rate. Such 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 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 at locking in a particular yield and are subject to credit risk. Certain types of floating rate instruments may also be subject to greater liquidity risk than other debt securities.

 

 

52


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

7.  Federal Income and Excise Taxes

It is the policy of the Fund to qualify as a regulated investment company (“RIC”), by complying with all applicable provisions of Subchapter M of the Internal Revenue Code, as amended, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, the Fund is treated as a single entity for the purpose of determining such qualification.

The Fund does not have any unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended October 31, 2023 remain subject to examination by the Internal Revenue Service. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statement of Operations.

The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on returns of income earned or gains realized or repatriated. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation (depreciation), as applicable, as the income is earned or capital gains are recorded.

Dividends are categorized in accordance with income tax regulations which may treat certain transactions differently than U.S. GAAP. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements.

The tax character of distributions paid were as follows:

 

    Year Ended
October 31, 2023
          Year Ended
October 31, 2022
 

Distributions paid from:

     

Ordinary income*

  $ 8,614,470       $ 17,163,388  

Long-term capital gains

    13,094,609         31,611,666  
 

 

 

     

 

 

 

Total distributions paid

  $ 21,709,079       $ 48,775,054  
 

 

 

     

 

 

 

* For tax purposes, short-term capital gains are considered ordinary income distributions.

As of October 31, 2023, the components of distributable earnings (deficits) on a tax basis were as follows:

 

Fund

  Tax Cost    

 

    Unrealized
Appreciation
   

 

    Unrealized
(Depreciation)
   

 

    Net Unrealized
Appreciation
(Depreciation)
 

Diversified

  $ 456,412,008       $ 58,535,702       $ (44,344,766     $ 14,190,936  

 

Fund

  Net Unrealized
Appreciation
(Depreciation)
   

 

    Undistributed
Ordinary
Income
   

 

    Undistributed
Long-Term
Capital Gains
   

 

    Accumulated
Capital and
Other (Losses)
   

 

    Other Temporary
Differences
   

 

    Distributable
Earnings
 

Diversified

  $ 14,190,936       $ 10,126,482       $ -       $ (4,600,111     $ 3       $ 19,717,310  

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The temporary differences between financial reporting and tax-basis reporting of unrealized appreciation (depreciation) are attributable primarily to the tax deferral of losses from wash sales, the realization for tax purposes of unrealized gains (losses) on certain derivative instruments, book amortization of premiums, the realization for tax purposes of unrealized gains from passive foreign investment securities, and unused capital loss carryovers.

Due to inherent differences in the recognition of income, expenses, and realized gains (losses) under U.S. GAAP and federal income tax regulations, permanent differences between book and tax reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities. The Fund had no permanent differences as of October 31, 2023.

 

 

53


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

For federal income tax purposes, the Fund measures its capital loss carryforwards annually at October 31, its fiscal year end. Capital loss carryforwards retain their character as short-term and/or long-term and may be carried forward and applied against future realized capital gains with no expiration date.

As of October 31, 2023 the Fund had the following capital loss carryforwards:

 

Fund

  Short-Term
Capital Loss
Carryforwards
   

 

    Long-Term
Capital Loss
Carryforwards
 

Diversified

  $ 2,786,999       $ 1,813,112  

8.  Investment Transactions

The aggregate cost of purchases and proceeds from sales and maturities of investments, other than short-term obligations, for the year ended October 31, 2023 were as follows:

 

Fund

  Purchases
(non-U.S.

Government
Securities)
   

 

    Purchases of
U.S.

Government
Securities
   

 

    Sales
(non-U.S.

Government
Securities)
   

 

    Sales of U.S.
Government
Securities
 

Diversified

  $ 127,087,001       $ 156,123,123       $ 169,700,377       $ 124,828,514  

A summary of the Fund’s transactions in the USG Select Fund for the year ended October 31, 2023 were as follows:

 

Fund

  Type of
Transaction
   

 

    October 31,
2022
Shares/Fair
Value
   

 

    Purchases    

 

    Sales    

 

    October 31,
2023 Shares/
Fair Value
 

Diversified

    Direct       $ 13,241,950       $ 142,613,831       $ 141,180,374       $ 14,675,407  

Diversified

    Securities Lending         2,251,174         60,768,153         60,293,269         2,726,058  

9.   Securities Lending

The Fund may lend its securities to qualified financial institutions, such as certain broker-dealers, to earn additional income. The borrowers are required to secure their loans continuously with collateral in an amount at least equal to the fair value of the securities loaned, initially in an amount at least equal to 102% of the fair value of domestic securities loaned and 105% of the fair value of international securities loaned. Collateral is monitored and marked-to-market daily. Daily mark-to-market amounts are required to be paid to the borrower or received from the borrower by the end of the following business day. This one day settlement for mark-to-market amounts may result in the collateral being temporarily less than the value of the securities on loan or temporarily more than the required minimum collateral.

To the extent that a loan is collateralized by cash, such cash collateral shall be invested by the securities lending agent (the “Agent”) in money market mutual funds and other short-term investments, provided the investments meet certain quality and diversification requirements. Securities purchased with cash collateral proceeds are listed in the Fund’s Schedule of Investments and the collateral is shown on the Statement of Assets and Liabilities as a payable.

 

 

54


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

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 Fund, the Agent, and the Manager retained 80%, 10%, and 10%, respectively, of the income generated from securities lending.

While securities are on loan, the Fund continues to receive certain income associated with that security and any gain or loss in the market price that may occur during the term of the loan. In the case of domestic equities, the value of any dividend is received in the form of a substitute payment approximately equal to the dividend. In the case of foreign securities, a negotiated amount is received that is less than the actual dividend, but higher than the dividend amount minus the foreign tax that the Fund would be subject to on the dividend.

Securities lending transactions pose certain risks to the Fund, including that the borrower may not provide additional collateral when required or return the securities when due, that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower, that non-cash collateral may be subject to legal constraints in the event of a borrower bankruptcy, and that the cash collateral investments could become illiquid and unable to be used to return collateral to the borrower. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower and any action which impairs its ability to liquidate non-cash collateral to satisfy a borrower default.

As of October 31, 2023, the value of outstanding securities on loan and the value of collateral were as follows:

 

Fund

   Fair
Value of
Securities
on Loan
   Cash
Collateral
Received
     Non-Cash
Collateral
Received
     Total
Collateral
Received
 
Diversified    $4,401,786    $ 2,726,058      $ 1,813,231      $ 4,539,289  

Cash collateral is listed on the Fund’s Schedule of Investments and is shown on the Statement of Assets and Liabilities. Income earned on these investments is included in “Income derived from securities lending” on the Statement of Operations.

Non-cash collateral received by the Fund may not be sold or re-pledged except to satisfy a borrower default. Therefore, non-cash collateral is not included on the Fund’s Schedule of Investments or Statement of Assets and Liabilities.

10.  Borrowing Arrangements

Effective November 10, 2023 (the “Effective Date”), the Fund, along with certain other funds managed by the Manager (“Participating Funds”), renewed a committed revolving line of credit (the “Committed Line”) agreement with State Street Bank and Trust Company (the “Bank”) to be used to facilitate portfolio liquidity. The maximum borrowing amount under the Committed Line is $100 million with interest at a rate equal to the higher of (a) Overnight Bank Funding Rate (“OBFR”) daily fluctuating rate per annum equal to 1.25% plus the sum of 0.10% or (b) the Federal Funds daily fluctuating rate per annum on amounts borrowed. Each of the Participating Funds paid a proportional amount of a quarterly commitment fee at a rate of 0.25% per annum on the unused portion of the Committed Line amount. The Committed Line expires November 8, 2024, unless extended by the Bank or terminated by the Participating Funds in accordance with the agreement.

On the Effective Date, the Fund, along with certain other Participating Funds managed by the Manager, also renewed an uncommitted discretionary demand revolving line of credit (the “Uncommitted Line”) agreement with the Bank to be used to facilitate portfolio liquidity. The maximum borrowing amount under the Uncommitted Line

 

 

55


American Beacon Diversified FundSM

Notes to Financial Statements

October 31, 2023

 

 

is $100 million with interest at a rate equal to the higher of (a) OBFR daily fluctuating rate per annum equal to 1.25% plus the sum of 0.10% or (b) the Federal Funds daily fluctuating rate per annum on amounts borrowed on each outstanding loan. Each of the Participating Funds paid a proportional amount of a closing fee of $35,000 on the Effective Date. The Uncommitted Line expires November 8, 2024, unless extended by the Bank or terminated by the Participating Funds in accordance with the agreement.

The Participating Funds paid administration, legal and arrangement fees, which are recognized as a component of “Loan expense” on the Statement of Operations, along with commitment fees, that have been allocated among the Participating Funds based on average daily net assets.

During the year ended October 31, 2023, the Fund did not utilize these facilities.

11.   Capital Share Transactions

The table below summarizes the activity in capital shares for the Fund Shares:

 

     Year Ended October 31,  
     2023      2022  

Diversified Fund

   Shares            Amount            Shares            Amount  
Shares sold      696,322        $ 7,562,152          853,506        $ 9,861,198  
Reinvestment of dividends      2,124,176          21,709,079          4,044,366          48,775,053  
Shares redeemed      (3,154,393        (33,859,680        (3,291,871        (37,509,832
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
Net increase (decrease) in shares outstanding      (333,895      $ (4,588,449        1,606,001        $ 21,126,419  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

12.   Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

 

56


American Beacon Diversified FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Year Ended October 31,  
    2023           2022           2021           2020A           2019  
 

 

 

 

Net asset value, beginning of period

  $ 10.31       $ 13.25       $ 10.56       $ 10.88       $ 10.49  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.25         0.18         0.16         0.20         0.28  

Net gains (losses) on investments (both realized and unrealized)

    0.15         (2.01       2.95         (0.08       0.74  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from investment operations

    0.40         (1.83       3.11         0.12         1.02  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.19       (0.17       (0.19       (0.28       (0.25

Distributions from net realized gains

    (0.29       (0.94       (0.23       (0.16       (0.38
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

    (0.48       (1.11       (0.42       (0.44       (0.63
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 10.23       $ 10.31       $ 13.25       $ 10.56       $ 10.88  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total returnB

    3.84       (15.05 )%        30.04       1.04       10.77
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios and supplemental data:

 

     

Net assets, end of period

  $   468,590,838       $   475,454,727       $   589,868,075       $   486,686,449       $   539,832,159  

Ratios to average net assets:

                 

Expenses, before reimbursements and/or recoupments

    0.41       0.41       0.39       0.40       0.37

Expenses, net of reimbursements and/or recoupments

    0.41       0.41       0.39       0.40       0.37

Net investment income, before expense reimbursements and/or recoupments

    2.33       1.50       1.23       1.82       2.50

Net investment income, net of reimbursements and/or recoupments

    2.33       1.50       1.23       1.82       2.50

Portfolio turnover rate

    59       47       41       74       76

 

A 

On March 9, 2020, Templeton Investment Counsel, LLC, was terminated and ceased managing assets of the Fund. On March 10, 2020, WCM Investment Management LLC began managing assets of the Fund.

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.

 

See accompanying notes

 

57


American Beacon FundsSM

Federal Tax Information

October 31, 2023 (Unaudited)

 

 

Certain tax information regarding the Funds are required to be provided to shareholders based upon the Funds’ income and distributions for the taxable year ended October 31, 2023. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2023.

The Fund designated the following items with regard to distributions paid during the fiscal year ended October 31, 2023. All designations are based on financial information available as of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Funds to designate the maximum amount permitted under the Internal Revenue Code of 1986, as amended, and the regulations there under.

Corporate Dividends-Received Deduction:

 

Diversified

    42.19

Qualified Dividend Income:

 

Diversified

    65.62

Long-Term Capital Gain Distributions:

 

Diversified

  $ 13,094,609  

Short-Term Capital Gain Distributions:

 

Diversified

  $ 0  

Shareholders will receive notification in January 2024 of the applicable tax information necessary to prepare their 2023 income tax returns.

 

 

58


Disclosure Regarding the Renewal and Approval of Current Management and Investment Advisory Agreements (Unaudited)

 

 

At meetings held on May 16, 2023 and June 6-7, 2023 (collectively, the “Meetings”), the Board of Trustees (“Board” or “Trustees”) considered and then, at its June 7, 2023 meeting, approved the renewal of:

(1) the Management Agreement between American Beacon Advisors, Inc. (“Manager”) and the American Beacon Institutional Funds Trust (“Trust”), on behalf of the American Beacon Diversified Fund (“Fund”); and

(2) the Investment Advisory Agreements among the Manager and the Trust, on behalf of the Fund, and each of Aristotle Capital Management, LLC (“Aristotle”), Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow”), Brandywine Global Investment Management, LLC (“Brandywine”), Hotchkis and Wiley Capital Management, LLC (“Hotchkis”), Lazard Asset Management LLC (“Lazard”) and WCM Asset Management, LLC (“WCM”) (each, a “sub-advisor” and collectively, the “sub-advisors”).

The Management Agreement and the Investment Advisory Agreements are referred to herein individually as an “Agreement” and collectively as the “Agreements.”

In preparation for its consideration of the renewal of the Agreements, the Board undertook steps to gather and consider information furnished by the Manager, the sub-advisors, Broadridge, Inc. (“Broadridge”) and Morningstar, Inc. (“Morningstar”). The Board, with the assistance of independent legal counsel, requested and received certain relevant information from the Manager and each sub-advisor.

In advance of the Meetings, the Board’s Investment Committee and/or the Manager coordinated the production of information from Broadridge and Morningstar regarding the performance, fees and expenses of the Fund as well as information from the Manager and the sub-advisors. At the Meetings, the Board considered the information provided in connection with the renewal process, as well as information furnished to the Board throughout the year at regular meetings of the Board and its committees. In connection with the Board’s consideration of the Agreements, the Trustees received and evaluated such information as they deemed necessary. This information is described below in the section summarizing the factors the Board considered in connection with its renewal and approval of the Agreements, as well as the section describing additional Board considerations with respect to the Fund.

The Board noted that the Manager provides management and administrative services to the Fund pursuant to the Management Agreement. The Board considered that many mutual funds have separate contracts governing each type of service and observed that, with respect to such mutual funds, the actual management fee rates provided by Broadridge for peer group funds reflect the combined advisory and administrative fees, reduced by any fee waivers and/or reimbursements.

The Manager or a sub-advisor may not have been able to, or opted not to, provide information in response to certain information requests, in which case the Board conducted its evaluation of the firm based on information that was provided. In such cases, the Board determined that the omission of any such information was not material to its considerations.

Provided below is an overview of certain factors the Board considered in connection with its decision to approve the renewal of the Agreements. The Board did not identify any particular information that was most relevant to its consideration of whether to approve the renewal of each Agreement, and each Trustee may have afforded different weight to the various factors. Legal counsel to the independent Trustees provided the Board with a memorandum regarding its responsibilities pertaining to the renewal of investment advisory contracts, such as the Agreements, and related regulatory guidelines. Based on its evaluation, the Board unanimously concluded that the terms of each Agreement were reasonable and fair and that the approval of the renewal of each Agreement was in the best interests of the Fund and its shareholders.

Considerations With Respect to the Renewal of the Management Agreement and the Investment Advisory Agreement

In determining whether to approve the renewal of the Agreements, the Board considered the Fund’s investment management and sub-advisory relationships separately. In each instance, the Board considered, among

 

 

59


Disclosure Regarding the Renewal and Approval of Current Management and Investment Advisory Agreements (Unaudited)

 

 

other things, the following factors: (1) the nature, extent and quality of the services provided; (2) the investment performance of the Fund and the sub-advisors for the Fund; (3) the profits, if any, earned by the Manager in rendering services to the Fund; (4) comparisons of services and fee rates with contracts entered into by the Manager or a sub-advisor, or their affiliates with other clients (such as pension funds and other institutional clients); (5) the extent to which economies of scale, if any, have been taken into account in setting each fee rate schedule; (6) whether fee rate levels reflect economies of scale, if any, for the benefit of Fund investors; and (7) any other benefits derived or anticipated to be derived by the Manager or a sub-advisor from their relationships with the Fund.

Nature, Extent and Quality of Services. With respect to the renewal of the Management Agreement, the Board considered, among other factors: the Fund’s long-term performance; the length of service of key investment personnel at the Manager; the cost structure of the Fund; the financial condition of the Manager, including its parent company; the Manager’s culture of compliance and support that reduce risks to the Fund; the Manager’s quality of services; the Manager’s active role in monitoring and, as appropriate, recommending additional or replacement sub-advisors; and the Manager’s representations regarding its efforts to retain key employees and maintain staffing levels. The Board also considered the Manager’s representation that the advisory, administrative and related services provided to the Fund are consistent with the services provided to the series of the American Beacon Funds (“American Beacon Funds”), except that, since the Fund has only one share class and the Fund’s shares are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, the Manager does not provide to the Fund certain services that it provides to the American Beacon Funds, such as services related to the American Beacon Funds’ multiple class structure.

With respect to the renewal of each Investment Advisory Agreement, the Board considered, among other factors: the representations made by each sub-advisor regarding the sub-advisor’s level of staffing; asset size; the financial stability of each sub-advisor; and its compliance program. Based on the foregoing and other information, the Board concluded that the nature, extent and quality of the management and advisory services provided by the Manager and each sub-advisor were appropriate for the Fund.

Investment Performance. The Board evaluated the comparative information provided by Broadridge and the Manager regarding the performance of the Fund relative to its Broadridge Performance Universe, Morningstar Category, and/or benchmark index, as well as the Fund’s Morningstar rating. The Board considered the information provided by Broadridge regarding its independent methodology for selecting the Fund’s Broadridge Performance Universe. In addition, the Board considered the performance reports and discussions with management at meetings of the Board and its committees throughout the year. The Board also evaluated the comparative information provided by each sub-advisor, as applicable, regarding the performance of its portion of the Fund relative to the performance of comparable investment accounts and/or a composite of comparable investment accounts managed by the sub-advisor. The Board also considered the comparative performance information provided by each sub-advisor relative to the Fund’s benchmark index and an alternate benchmark index that the sub-advisor believes is more appropriate in light of the strategy it pursues in managing its portion of the Fund. In addition, the Board considered the Manager’s recommendation to continue to retain each sub-advisor. A discussion regarding the Board’s considerations with respect to the Fund’s performance appears below under “Additional Considerations and Conclusions with Respect to the Fund.”

Costs of the Services Provided to the Fund and the Profits Realized by the Manager from its Relationship with the Fund. In analyzing the costs of services and profitability of the Manager, the Board considered the revenues earned and the expenses incurred by the Manager, before and after the payment of distribution-related expenses by the Manager. The profits or losses were noted at both an aggregate level for all funds within the group of mutual funds sponsored by the Manager (the “Fund Complex”) and at an individual fund level, with the Manager earning a profit before and after the payment of distribution-related expenses by the Manager with respect to the Fund. The Board also considered comparative information provided by the Manager regarding the Manager’s overall profitability with respect to the Fund Complex relative to the overall profitability of other firms in the mutual fund industry, as disclosed in publicly available sources. Although the Board noted that, in certain cases, the fee rates

 

 

60


Disclosure Regarding the Renewal and Approval of Current Management and Investment Advisory Agreements (Unaudited)

 

 

paid by other clients of the Manager are lower than the fee rates paid by the Fund, the Manager represented that the difference is attributable to, among other factors, the fact that the Manager does not perform administrative services for non-investment company clients and reflects the greater level of responsibility and regulatory requirements associated with managing the Fund.

The Board further considered that, with respect to the Fund, the Management Agreement provides for the Manager to receive a management fee comprised of an annualized fee that is retained by the Manager. In addition, the Board considered that the Manager receives fees for administering and overseeing the securities lending program on behalf of the Fund.

In analyzing the fee rates charged by each sub-advisor in connection with its investment advisory services to the Fund, the Board considered the representations made by each sub-advisor that the Fund’s sub-advisory fee rate schedule generally was favorable compared to other comparable client accounts. The Board did not request profitability data from the sub-advisors because the Board did not view this data as imperative to its deliberations given the arms-length nature of the relationship between the Manager and sub-advisors with respect to the negotiation of sub-advisory fee rates. In addition, the Board noted that sub-advisors may not account for their profits on an account-by-account basis and that different firms likely employ different methodologies in connection with these calculations.

Based on the foregoing and other information, the Board concluded that the profitability levels of the Manager were reasonable in light of the services performed by the Manager. A discussion regarding the Board’s considerations with respect to the Fund’s fee rates is set forth below under “Additional Considerations and Conclusions with Respect to the Fund.”

Economies of Scale. In considering the reasonableness of the management and investment advisory fees rates, the Board considered whether economies of scale will be realized as the Fund grows and whether fee rate levels reflect these economies of scale for the benefit of Fund shareholders. In this regard, the Board considered that, with respect to each sub-advisor, the Manager has negotiated breakpoints in the sub-advisory fee rate schedule. The Board also noted that, for purposes of determining the fee rates chargeable to the Fund, certain sub-advisors have agreed to take into account other clients of the Manager whose assets are allocated to the sub-advisors by the Manager for purposes of calculating the Fund’s sub-advisory fee rate breakpoints.

Based on the foregoing and other information, the Board concluded that the Manager and, sub-advisor fee rate schedules for the Fund provide for a reasonable sharing of benefits from any economies of scale with the Fund.

Benefits Derived from the Relationship with the Fund. The Board considered the Manager’s and sub-advisors’ responses to inquiries regarding “fall-out” or ancillary benefits that accrue to the Manager and/or the sub-advisors as a result of their advisory relationships with the Fund. For example, the Board considered that the Manager may invest the Fund’s cash balances and cash collateral provided by the borrowers of the Fund’s securities in the American Beacon U.S. Government Money Market Select Fund, which the Manager manages directly, and for which the Manager receives a fee. In addition, the Board noted that each sub-advisor benefits from soft dollar arrangements for proprietary and/or third-party research. Based on the foregoing and other information, the Board concluded that the potential benefits accruing to the Manager and the sub-advisors by virtue of their relationships with the Fund appear to be fair and reasonable.

Additional Considerations and Conclusions with Respect to the Fund

The performance comparisons below were made in comparison to the Fund’s Broadridge Performance Universe and Morningstar Category. With respect to the Broadridge Performance Universe, the 1st Quintile represents the top 20 percent of the universe based on performance, and the 5th Quintile represents the bottom 20 percent of the universe based on performance. References to the Fund’s Broadridge Performance Universe are

 

 

61


Disclosure Regarding the Renewal and Approval of Current Management and Investment Advisory Agreements (Unaudited)

 

 

to the respective universe of mutual funds with comparable investment classifications and objectives as determined by Broadridge. The performance of each sub-advisor was calculated by the Manager based on information provided by the Fund’s custodian.

In reviewing the performance, the Board viewed longer-term performance over a full market cycle, typically five years or longer, as the most important consideration because relative performance over shorter periods may be significantly impacted by market or economic events and not necessarily reflective of sub-advisor skill.

The expense comparisons below were made relative to the Fund’s Broadridge Expense Universe and Broadridge Expense Group, with the 1st Quintile representing the lowest 20 percent of the universe or group based on lowest total expense, and the 5th Quintile representing the highest 20 percent of the universe or group based on highest total expense. References to the Fund’s Expense Group and Expense Universe are to the respective group or universe of comparable mutual funds as determined by Broadridge. Broadridge Expense Groups consist of the Fund and a representative sample of funds with similar operating structures and asset sizes, as selected by Broadridge. A Broadridge Expense Universe includes all funds with comparable investment classifications/objectives and similar operating structures to that of the share class under review for the Fund, including funds in the Broadridge Expense Group. The Broadridge expense comparisons are based on the most recent audited financial information publicly available for the Fund as of December 31, 2022. References to the Fund’s Morningstar Fee Level ranking are to the institutional share class of comparable mutual funds as determined by Morningstar.

In considering the renewal of the Management Agreement for the Fund, the Board considered the following additional factors:

Broadridge Total Expenses Excluding 12b-1 Fees Ranking

 

Compared to Broadridge Expense Group

    1 st Quintile 

Compared to Broadridge Expense Universe

    1 st Quintile 

Broadridge Performance Analysis (five-year period ended December 31, 2022)

 

Compared to Broadridge Performance Universe

    2 nd Quintile 

In considering the renewal of the Investment Advisory Agreements with Aristotle, Barrow, Brandywine, Hotchkis, Lazard and WCM, the Board considered that the diversification of investment strategies facilitated by the Fund’s multi-manager structure permits the Fund to mitigate the risks associated with a single sub-advisor. The Board also considered the following additional factors:

Sub-advisor Performance (compared to Broadridge Performance Universe for period indicated ended December 31, 2022)

 

Aristotle – U.S. Equity*

    5 Years       1 st Quintile 

Barrow – U.S. Equity*

    5 Years       1 st Quintile 

Hotchkis – U.S. Equity*

    5 Years       1 st Quintile 

Barrow – Fixed Income**

    5 Years       1 st Quintile 

Brandywine – Fixed Income**

    5 Years       1 st Quintile 

Lazard – Non-U.S. Equity***

    5 Years       3 rd Quintile 

WCM – Non-U.S. Equity***

    1 Year       5 th Quintile 

*  Aristotle, Barrow, and Hotchkis each manage a U.S. equity sleeve of the Fund. Accordingly, the return of these portions of the Fund is compared to the Broadridge large cap value Performance Universe.

   

**  Barrow and Brandywine each manage a fixed income sleeve of the Fund. Accordingly, the return of these portions of the Fund is compared to the Broadridge core bond Performance Universe.

   

***  Lazard and WCM each manage a non-U.S. equity sleeve of the Fund. Accordingly, the return of these portions of the Fund is compared to the Broadridge international large-cap value Performance Universe.

   

 

 

62


Disclosure Regarding the Renewal and Approval of Current Management and Investment Advisory Agreements (Unaudited)

 

 

The Board also considered: (1) that the Fund is a customized financial product that is offered to a single client; (2) that the Fund is not registered for public offering under the Securities Act of 1933; and (3) the Manager’s recommendation to continue to retain each sub-advisor.

Based on these and other considerations, the Board: (1) concluded that the fees paid to the Manager and the sub-advisors under the Agreements are fair and reasonable; and (2) determined that the Fund and its shareholders would benefit from the Manager’s and sub-advisors’ continued management of the Fund.

 

 

63


Disclosure Regarding the Approval of New Management and Investment Advisory Agreements (Unaudited)

 

 

On July 11, 2023, (i) Resolute Investment Holdings, LLC (“RIH”), its indirect wholly-owned subsidiary, Resolute Investment Managers, Inc. (“RIM”), the parent company of American Beacon Advisors, Inc. (“Manager”), the investment manager of American Beacon Institutional Funds Trust (“Trust”), and certain of their affiliates, and (ii) the current owners of approximately 93% of RIH (“Current Ownership Group”), entered into a transaction agreement (“Transaction Agreement”) with certain creditors of RIM (“Lender Group”) to strengthen the capital structure of RIH, the indirect 100% owner of RIM and the Manager (together with RIH, “Resolute”). Pursuant to the Transaction Agreement, (i) all equity interests in RIH would be cancelled, (ii) new equity interests would be issued to members of the Lender Group (“New Ownership Group”), and (iii) the existing credit agreements between RIM and the Lender Group would be terminated and a new credit agreement would be executed (“Transaction”).

Upon the closing of the Transaction (“Closing”), the Manager will be wholly owned indirectly by the New Ownership Group, rather than by the Current Ownership Group. This change in control will be deemed to be an “assignment” under the Investment Company Act of 1940 Act, as amended (“1940 Act”), of the Trust’s (i) existing management agreement (“Current Management Agreement”) with the Manager with respect to the American Beacon Diversified Fund (“Fund”), and (ii) existing investment advisory agreements (“Current Investment Advisory Agreements”) among the Manager, the Trust and each of Aristotle Capital Management, LLC (“Aristotle”), Barrow, Hanley, Mewhinney & Strauss, LLC (“Barrow”), Brandywine Global Investment Management, LLC (“Brandywine”), Hotchkis and Wiley Capital Management, LLC (“Hotchkis”), Lazard Asset Management LLC (“Lazard”) and WCM Asset Management, LLC (“WCM”) on behalf of the Fund. Aristotle, Barrow, Brandywine, Hotchkis, Lazard and WCM are collectively referred to herein as the “Sub-Advisors.” As required by the 1940 Act, the Current Management Agreement and Current Investment Advisory Agreement (“Current Agreements”) provide for their automatic termination in the event of an assignment, and, therefore, will terminate upon the Closing.

The Board of Trustees (“Trustees” or “Board”) of the Trust met by videoconference on July 7, 2023, and in-person on July 12, 2023 (“July Meetings”), to discuss the Transaction and consider the effect that the Transaction would have on the Fund. In addition, the Board received various information from the Manager regarding the intended purposes and framework of the Transaction at its meetings in-person on February 28–March 1, 2023 (“March Meeting”) and June 6–7, 2023, and by videoconference on May 16, 2023 (“May-June Meetings”). Following the March Meeting, the Board designated an ad hoc special committee (“Committee”) to meet with representatives of the Manager and receive updates on the negotiations and, as appropriate, to provide input with respect to the process. Throughout this process, the Board and the Committee were advised by independent legal counsel and received guidance concerning, among other matters, the Trustees’ responsibilities in connection with their consideration with respect to the Fund of a new Management Agreement (“New Management Agreement”), and new Investment Advisory Agreements (each, a “New Investment Advisory Agreement” and, collectively with the New Management Agreement, the “New Agreements”). The Trustees were advised that the New Agreements would replace the Current Agreements, upon the assignment and termination of the Current Agreements upon the Closing.

In advance of the July Meetings, the Board requested and received detailed information from the Manager regarding the Transaction. In connection with the Transaction, the Board reviewed materials furnished by the Manager, which had been reviewed, as applicable, by representatives of the New Ownership Group and met with senior representatives of the Manager. The Board also reviewed the material terms of the Transaction and considered its possible effects on the Fund and its shareholders. During these meetings, representatives of the Manager indicated their belief that the Transaction would not adversely affect the continued operation of the Fund, the capabilities of the key personnel of the Manager who currently manage the Fund to continue to provide services to the Fund at the current levels, or the capabilities of the Sub-Advisors to provide the same level of services to the Fund.

In evaluating the New Management Agreement, the Trustees considered that they generally have been satisfied with the nature and quality of the services provided to the Fund by the Manager, including investment advisory and administrative services, and that the Fund would be best served by an arrangement that appeared likely to maintain the continuity and stability of these services. Accordingly, the Board considered information

 

 

64


Disclosure Regarding the Approval of New Management and Investment Advisory Agreements (Unaudited)

 

 

communicated by the Manager regarding the anticipated benefits of the substantially strengthened capital structure of Resolute that would result from the Transaction, and the related positive anticipated impact on the Manager’s resources available for future staffing, compensation, and staff retention. The Manager’s representatives also indicated that they believe that the Transaction best facilitates continuity of management and view such continuity as beneficial to the long-term success of the Fund, but noted that there could be no assurance of any particular benefits that may result.

In connection with the Board’s determination to approve the New Agreements, the Trustees considered, among other information, the following factors as they relate to the Transaction:

 

   

The manner in which the Fund’s assets are managed will not change as a result of the Transaction, and the same people who currently manage the Fund’s assets are expected to continue to do so after the Transaction;

 

   

The fee rates payable by the Fund under the New Agreements are the same as the fee rates payable under the Current Agreements;

 

   

The New Agreements are identical in all material respects to the Current Agreements;

 

   

The Manager and the Sub-Advisors would provide the same services to the Fund pursuant to the New Agreements as they had been providing under the Current Agreements;

 

   

The Manager’s personnel who will provide management services to the Fund are not expected to change and the commitment of the New Ownership Group to retain key personnel currently employed by the Manager who currently provide services to the Fund;

 

   

The Sub-Advisors’ personnel who will provide advisory services to the Fund are not expected to change;

 

   

Resolute’s substantially strengthened capital structure following the Closing, which would enable Resolute to continue to provide the Manager with the financial resources necessary to continue to operate and grow the Fund;

 

   

The anticipated governance structure to be employed in the management of RIM and that following the Transaction the Manager is expected to maintain continuity of management, a similar degree of operational autonomy and its current culture of compliance;

 

   

The various measures in place and/or prepared to be employed to address any potential impact of the Transaction on the Manager’s business, including its day-to-day operations;

 

   

The anticipated absence of any adverse impact of the Transaction on the Fund’s Sub-Advisors and other key service providers;

 

   

The alignment of the strategic business objectives of the New Ownership Group with regard to its investment in the Manager and the Manager’s activities with respect to the Trust, which objectives are consistent with the Manager’s current objectives;

 

   

Fund shareholders will not bear any costs in connection with the Transaction, inasmuch as the Manager and, indirectly, the New Ownership Group will bear the costs, fees and expenses incurred by the Fund in connection with the Transaction, the proxy statement, the fees and expenses of accountants and attorneys relating to the Transaction, and the fees and expenses of the Board and the Committee for meetings held in connection with the Transaction;

 

   

The Fund may realize benefits as a result of the Transaction, including that the Transaction is expected to maintain continuity of management of the Fund and may reduce the potential vulnerability to changes in control of the Manager that could be adverse to the Fund’s interests and affect the retention of key employees providing services to the Fund;

 

   

The Manager’s representation that there had been no material changes or developments relating to the Manager or the Sub-Advisors since the May-June Meetings, other than the changes or developments subsequently reported to the Board; and

 

 

65


Disclosure Regarding the Approval of New Management and Investment Advisory Agreements (Unaudited)

 

 

   

The Trustees had requested and evaluated information relevant to the renewal of the Current Agreements at their May-June Meetings.

In light of the proximity of the Board’s consideration of the renewal or approval of the Current Agreements at the May-June Meetings, the Trustees determined that it was not necessary to repeat certain aspects of the review conducted in connection with the approvals made the prior month. Based on the process undertaken and the considerations weighed by the Board with respect to the renewal of the Current Agreements, and the Board’s due diligence review in connection with the Transaction during the July Meetings, the Board approved the New Agreements at the July 12, 2023 meeting, and recommended that, as applicable, the shareholders of the Fund also approve the New Agreements. The factors considered by the Board in connection with the approval of the Current Agreements are described in the section of this report titled “Disclosure Regarding Approval of the Current Management and Investment Advisory Agreements.”

 

 

66


American Beacon Institutional Funds TrustSM

Results of Shareholder Meeting (Unaudited)

 

 

A special meeting of shareholders of each of the portfolios of the American Beacon Institutional Funds Trust (the “Trust”) was held on October 27, 2023. The shareholders of the American Beacon Diversified Fund (the “Fund”), a portfolio of the Trust, approved a new management agreement between American Beacon Advisors, Inc. (“American Beacon”) and the Trust, with respect to the Fund, that will be effective upon the change in control of American Beacon. Approval of this proposal required a majority of the outstanding voting securities of the Fund.

The following is the result of the shareholder votes for this proposal:

 

Fund

   For      Against      Abstain      Non-Voting  

American Beacon Diversified Fund

     46,218,681.99        -        -        4,817.87  

 

 

67


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

The Trustees and officers of the American Beacon Funds (the “Trust”) are listed below, together with their principal occupations during the past five years. The address of each person listed below is 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039. Each Trustee oversees twenty-seven funds in the fund complex that includes the Trust, the American Beacon Select Funds, and the American Beacon Institutional Funds Trust. The Trust’s Statement of Additional Information contains additional information about the Trustees and is available without charge by calling 1-800-658-5811.

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

INTERESTED TRUSTEES   

Term

  
  

Lifetime of Trust until removal, resignation or

retirement*

  
Eugene J. Duffy (1954)**    Trustee since 2008    Managing Director, Global Investment Management Distribution, Mesirow Financial Administrative Corporation (2016-Present); Managing Director, Institutional Services, Intercontinental Real Estate Corporation (2014-2016); Trustee, American Beacon Select Funds (2008-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).
NON-INTERESTED TRUSTEES   

Term

  
  

Lifetime of Trust until removal, resignation or

retirement*

  
Gilbert G. Alvarado (1969)    Trustee since 2015    Chief Financial Officer (2022-Present), The Conrad Prebys Foundation; President, SJVIIF, LLC, Impact Investment Fund (2018-2022); Director, Kura MD, Inc. (local telehealth organization) (2015-2017); Senior Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-2022); Senior Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-2022); Director, Sacramento Regional Technology Alliance (2011-2016); Director, Valley Healthcare Staffing (2017–2018); Trustee, American Beacon Select Funds (2015-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).
Joseph B. Armes (1962)    Trustee since 2015    Director, Switchback Energy Acquisition (2019-2021); Chairman & CEO, CSW Industrials f/k/a Capital Southwest Corporation (investment company) (2015-Present); Chairman of the Board of Capital Southwest Corporation, predecessor to CSW Industrials, Inc. (2014-2017) (investment company); President & CEO, JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer) (2013-2018); Trustee, American Beacon Select Funds (2015-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).
Gerard J. Arpey (1958)    Trustee since 2012    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. (2015-Present); Trustee, American Beacon Select Funds (2012-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).

 

 

68


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

NON-INTERESTED TRUSTEES (CONT.)   

Term

  
   Lifetime of Trust until removal, resignation or retirement*   
Brenda A. Cline (1960)   

Trustee since 2004

Chair since 2019

Vice Chair 2018

   Chief Financial Officer, Treasurer and Secretary, Kimbell Art Foundation (1993-Present); Director, Tyler Technologies, Inc. (public sector software solutions company) (2014-Present); Director, Range Resources Corporation (oil and natural gas company) (2015-Present); Trustee, Cushing Closed-End and Open-End Funds (2017-2021);Chair, (2019-Present), Vice Chair (2018), Trustee (2004-Present), American Beacon Select Funds; Chair (2019-Present), Vice Chair (2018), Trustee (2017-Present), American Beacon Institutional Funds Trust; Chair (2019-2021), Vice Chair (2018), Trustee (2018-2021), American Beacon Sound Point Enhanced Income Fund (2018–2021); Chair (2019-2021), Vice Chair (2018), Trustee (2018-2021), American Beacon Apollo Total Return Fund (2018–2021).
Claudia A. Holz (1957)    Trustee since 2018    Independent Director, Blue Owl Capital, Inc. (2021-Present); Partner, KPMG LLP (1990 – 2017); Trustee, American Beacon Select Funds (2018-Present); Trustee, American Beacon Institutional Funds Trust (2018-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).
Douglas A. Lindgren (1961)    Trustee since 2018    Director, JLL Income Property Trust (2022-Present); CEO North America, Carne Global Financial Services (2016-2017); Consultant, Carne Financial Services (2017-2019); Managing Director, IPS Investment Management and Global Head, Content Management, UBS Wealth Management (2010-2016); Trustee, American Beacon Select Funds (2018-Present); Trustee, American Beacon Institutional Funds Trust (2018-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).
Barbara J. McKenna, CFA (1963)    Trustee since 2012    President/Managing Principal, Longfellow Investment Management Company (2005-Present, President since 2009); Member, External Diversity Council of the Federal Reserve Bank of Boston (2021-Present); Member, Federal Reserve Bank of Boston CEO Roundtable (2021-Present); Board Advisor, United States Tennis Association (2021-Present); Trustee, American Beacon Select Funds (2012-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018–2021); Trustee, American Beacon Apollo Total Return Fund (2018–2021).

 

 

69


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

OFFICERS   

Term

  
   One Year   
Jeffrey K. Ringdahl (1975)   

President since 2022

Vice President (2010-2022)

   Director (2015-Present), President (2018-Present), Chief Executive Officer (2022-Present), Chief Operating Officer (2010-2022), Senior Vice President (2013-2018), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Investment Holdings, LLC; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Topco, Inc.; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Acquisition, Inc.; Director (2015-Present), President (2018-Present), Chief Executive Officer (2022-Present); Chief Operating Officer (2018-2022), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director (2017-Present), President & Chief Executive Officer (2022-Present), Executive Vice President (2017-2022), Resolute Investment Distributors, Inc.; Director (2017-Present), President (2018-Present), Chief Executive Officer (2022-Present), Chief Operating Officer (2018-2022), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; President (2022-Present), Senior Vice President (2017-2022), Vice President (2012-2017), Manager (2015-Present), American Private Equity Management, L.L.C.; Trustee, American Beacon NextShares Trust (2015-2020); Director, Executive Vice President & Chief Operating Officer, Alpha Quant Advisors, LLC (2016-2020); Director, Shapiro Capital Management, LLC (2017-Present); Director and Executive Vice President, Continuous Capital, LLC (2018-2022); Director, RSW Investments Holdings LLC (2019-Present); Manager, SSI Investment Management, LLC (2019-Present); Director, National Investment Services of America, LLC (2019-Present); Director and Vice President American Beacon Cayman Transformational Innovation Company, Ltd. (2017-2018); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director (2014-Present), President (2022-Present), Vice President (2014-2022), American Beacon Cayman Managed Futures Strategy Fund, Ltd.; Director (2018-Present), President (2022-Present), (Vice President (2018-2022), American Beacon Cayman TargetRisk Company, Ltd.; President (2022-Present); Vice President (2010-2022), Director and President, American Beacon Cayman Multi-Alternatives Company, Ltd.; (2023-Present); Director and President, American Beacon Cayman Trend Company, Ltd. (2023-Present); American Beacon Select Funds; President (2022-Present), Vice President (2017-2022), American Beacon Institutional Funds Trust; Vice President, American Beacon Sound Point Enhanced Income Fund (2018-2021); Vice President, American Beacon Apollo Total Return Fund (2018-2021).

 

 

70


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

OFFICERS (CONT.)   

Term

  
   One Year   
Rosemary K. Behan (1959)   

VP, Secretary and

Chief Legal

Officer since 2006

   Senior Vice President (2021-Present), Vice President (2006-2021), Secretary and General Counsel (2006-Present), American Beacon Advisors, Inc.; Secretary, Resolute Investment Holdings, LLC (2015-Present); Secretary, Resolute Topco, Inc. (2015-Present); Secretary, Resolute Acquisition, Inc. (2015–Present); Senior Vice President (2021-Present), Vice President (2015-2021), Secretary and General Counsel (2015-Present), Resolute Investment Managers, Inc.; Secretary, Resolute Investment Distributors, Inc. (2017-Present); Senior Vice President (2021-Present), Vice President (2017-2021), Secretary and General Counsel (2017-Present), Resolute Investment Services, Inc.; Secretary, American Private Equity Management, L.L.C. (2008-Present); Secretary and General Counsel, Alpha Quant Advisors, LLC (2016-2020); Vice President and Secretary, Continuous Capital, LLC (2018-2022); Secretary, Green Harvest Asset Management (2019-2021); Secretary, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Secretary, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-2018); Secretary, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Secretary, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Secretary, American Beacon Cayman Multi-Alternatives Company, Ltd. (2023-Present); Secretary, American Beacon Cayman Trend Company, Ltd. (2023-Present); Chief Legal Officer, Vice President and Secretary, American Beacon Select Funds (2006-Present); Chief Legal Officer, Vice President and Secretary, American Beacon Institutional Funds Trust (2017-Present); Chief Legal Officer, Vice President and Secretary, American Beacon Sound Point Enhanced Income Fund (2018-2021); Chief Legal Officer, Vice President and Secretary, American Beacon Apollo Total Return Fund (2018-2021).
Gregory J. Stumm (1981)    VP since 2022    Senior Vice President, American Beacon Advisors, Inc. (2022-Present); Senior Vice President, Resolute Investment Managers, Inc. (2022-Present); Director and Senior Vice President, Resolute Investment Distributors, Inc. (2022-Present); Senior Vice President, Resolute Investment Services, Inc. (2022-Present); Vice President, American Beacon Select Funds (2022-Present); Vice President, American Beacon Institutional Funds Trust (2022-Present).
Paul B. Cavazos (1969)    VP since 2016    Chief Investment Officer and Senior Vice President, American Beacon Advisors, Inc. (2016-Present); American Private Equity Management, L.L.C. (2017–Present); Vice President, American Beacon Select Funds (2016-Present); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President, American Beacon Sound Point Enhanced Income Fund (2018-2021); Vice President, American Beacon Apollo Total Return Fund (2018-2021).
Erica Duncan (1970)    VP since 2011    Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers (2018-Present); Vice President, Resolute Investment Services, Inc. (2018-Present); Vice President, American Beacon Select Funds (2011-Present); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President, American Beacon Sound Point Enhanced Income Fund (2018-2021); Vice President, American Beacon Apollo Total Return Fund (2018-2021).

 

 

71


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

OFFICERS (CONT.)   

Term

  
   One Year   
Melinda G. Heika (1961)    VP since 2021    Senior Vice President (2021-Present), Treasurer and CFO (2010-Present), American Beacon Advisors, Inc.; Treasurer, Resolute Topco, Inc. (2015-Present); Treasurer, Resolute Investment Holdings, LLC. (2015-Present); Treasurer, Resolute Acquisition, Inc. (2015-Present); Senior Vice President (2021-Present), Treasurer and CFO (2017-Present), Resolute Investment Managers, Inc.; Treasurer, Resolute Investment Distributors, Inc. (2017); Senior Vice President (2021-Present); Treasurer and CFO (2017-Present), Resolute Investment Services, Inc.; Treasurer, American Private Equity Management, L.L.C. (2012-Present); Treasurer and CFO, Alpha Quant Advisors, LLC (2016-2020); Treasurer and CFO, Continuous Capital, LLC (2018-2022); Treasurer, American Beacon Cayman Transformational Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director (2014-Present), Vice President (2022-Present) and Treasurer (2014-2022), American Beacon Cayman Managed Futures Strategy Fund, Ltd.; Director and Vice President (2022-Present), and Treasurer(2018-2022), American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Director and Vice President, American Beacon Cayman Multi-Alternatives Company, Ltd. (2023-Present); Director and Vice President, American Beacon Cayman Trend Company, Ltd. (2023-Present) Principal Accounting Officer and Treasurer (2010-2021); American Beacon Funds; Vice President (2021-Present), Principal Accounting Officer (2017-2021) and Treasurer (2010-2021), American Beacon Select Funds; Vice President (2021–Present), Principal Accounting Officer and Treasurer (2017-2021), American Beacon Institutional Funds Trust; Vice President (2021), Principal Accounting Officer and Treasurer (2018-2021), American Beacon Sound Point Enhanced Income Fund; Vice President (2021), Principal Accounting Officer and Treasurer, American Beacon Apollo Total Return Fund (2018-2021).
Terri L. McKinney (1963)    VP since 2010    Senior Vice President (2021-Present), Vice President (2009-2021), American Beacon Advisors, Inc.; Senior Vice President (2021–Present); Vice President (2017-2021), Resolute Investment Managers, Inc.; Senior Vice President (2021-Present), Vice President (2018-2021), Resolute Investment Services, Inc; Vice President, Alpha Quant Advisors, LLC (2016-2020); Vice President, Continuous Capital, LLC (2018-2022); Vice President, American Beacon Select Funds (2010-Present); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President, American Beacon Sound Point Enhanced Income Fund (2018-2021); Vice President, American Beacon Apollo Total Return Fund (2018-2021).
Samuel J. Silver (1963)    VP since 2011    Vice President (2011-Present), Chief Fixed Income Officer (2016-Present), American Beacon Advisors, Inc.; Vice President, American Beacon Select Funds (2011-Present); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President, American Beacon Sound Point Enhanced Income Fund (2018-2021); Vice President, American Beacon Apollo Total Return Fund (2018-2021).

 

 

72


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

OFFICERS (CONT.)   

Term

  
   One Year   
Christina E. Sears (1971)   

Chief Compliance

Officer since 2004

   Chief Compliance Officer (2004-Present), Vice President (2019-Present); American Beacon Advisors, Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Distributors (2017-Present); Vice President, Resolute Investment Services, Inc. (2019-Present); Chief Compliance Officer, American Private Equity Management, L.L.C. (2012-Present); Chief Compliance Officer, Green Harvest Asset Management, LLC (2019-2021); Chief Compliance Officer, RSW Investments Holdings, LLC (2019-Present); Chief Compliance Officer (2016-2019) and Vice President (2016-2020), Alpha Quant Advisors, LLC ; Chief Compliance Officer (2018-2019), Vice President (2018-2022), Continuous Capital, LLC; Assistant Secretary, American Beacon Funds (1999-Present); Chief Compliance Officer (2004-Present) and Assistant Secretary (1999-Present), American Beacon Select Funds; Chief Compliance Officer and Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present); Chief Compliance Officer and Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2018-2021); Chief Compliance Officer and Assistant Secretary, American Beacon Apollo Total Return Fund (2018-2021).
Sonia L. Bates (1956)    Principal Accounting Officer and Treasurer since 2021    Assistant Treasurer, American Beacon Advisors, Inc. (2011-2018); Vice President, Fund and Tax Reporting (2023-Present), Director, Fund and Tax Reporting (2011-2023), Resolute Investment Services, Inc.; Assistant Treasurer, American Private Equity Management, L.L.C. (2012-Present); Assistant Treasurer, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-2018); Treasurer, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2022-Present); Treasurer (2022-Present), Assistant Treasurer (2018-2022), American Beacon Cayman TargetRisk Company, Ltd.; Treasurer, American Beacon Cayman Multi-Alternatives Company, Ltd. (2023-Present); Treasurer, American Beacon Cayman Trend Company, Ltd. (2023-Present); Assistant Treasurer, American Beacon Funds (2011-2021); Principal Accounting Officer and Treasurer (2021-Present), Assistant Treasurer (2011-2021), American Beacon Select Funds; Principal Accounting Officer and Treasurer (2021-Present), Assistant Treasurer (2017-2021), American Beacon Institutional Funds Trust; Principal Accounting Officer and Treasurer (2021), Assistant Treasurer (2018-2021), American Beacon Sound Point Enhanced Income Fund; Principal Accounting Officer and Treasurer (2021), Assistant Treasurer (2018-2021), American Beacon Apollo Total Return Fund.
Shelley L. Dyson (1969)    Assistant Treasurer since 2021    Fund Tax Manager (2020-Present), Manager, Tax (2014-2020), Resolute Investment Services, Inc.; Assistant Treasurer American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2022-Present); Assistant Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2022-Present); Assistant Treasurer, American Beacon Cayman Multi-Alternatives Company, Ltd. (2023-Present); Assistant Treasurer, American Beacon Cayman Trend Company, Ltd. (2023-Present); Assistant Treasurer, American Beacon Select Funds (2021-Present); Assistant Treasurer, American Beacon Institutional Funds Trust (2021-Present); Assistant Treasurer, American Beacon Sound Point Enhanced Income Fund (2021); Assistant Treasurer, American Beacon Apollo Total Return Fund (2021).

 

 

73


Trustees and Officers of the American Beacon FundsSM (Unaudited)

 

 

Name, Age

  

Position, Term of

Office and Length

of Time Served

with the Trust

  

Principal Occupation(s) During Past 5 Years

and Current Directorships

OFFICERS (CONT.)   

Term

  
   One Year   
Shelley D. Abrahams (1974)    Assistant Secretary since 2008    Corporate Governance Manager (2023-Present), Senior Corporate Governance & Regulatory Specialist (2020-2023), Corporate Governance & Regulatory Specialist (2017-2020), Resolute Investment Services, Inc.; Assistant Secretary, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2022-Present); Assistant Secretary, American Beacon Cayman TargetRisk Company, Ltd. (2022-Present); Assistant Secretary, American Beacon Cayman Multi-Alternatives Company, Ltd. (2023-Present); Assistant Secretary, American Beacon Cayman Trend Company, Ltd. (2023-Present); Assistant Secretary, American Beacon Select Funds (2008-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present); Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2018-2021); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-2021).
Rebecca L. Harris (1966)    Vice President
since 2022
   Senior Vice President (2021-Present), Vice President (2011-2021), American Beacon Advisors, Inc.; Senior Vice President (2021-Present), Vice President (2017-2021), Resolute Investment Managers, Inc.; Senior Vice President (2021-Present), Vice President (2015-Present), Resolute Investment Services; Vice President, Alpha Quant Advisors, LLC (2016-2020); Vice President (2018-Present), Director (2022) Continuous Capital, LLC; Director, National Investment Services of American, LLC (2022-Present); Director, RSW Investments Holdings LLC (2022-Present); Director Shapiro Capital Management LLC (2022-Present); Director, SSI Investment Management LLC (2022-Present); Assistant Secretary, American Beacon Funds (2010-2022); Vice President (2022-Present), Assistant Secretary (2010-2022), American Beacon Select Funds; Vice President (2022-Present), Assistant Secretary (2017-2022), American Beacon Institutional Funds Trust; Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2018-2021); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-2021).
Teresa A. Oxford (1958)    Assistant Secretary since 2015    Assistant Secretary and Associate General Counsel, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-2021); Assistant Secretary and Associate General Counsel, Resolute Investment Managers, Inc. (2017-Present); Assistant Secretary and Associate General Counsel, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-2020); Assistant Secretary, Continuous Capital, LLC (2020-2022); Assistant Secretary, American Beacon Select Funds (2015-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present); Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2018-2021); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-2021).
Michael D. Jiang (1984)    Assistant Secretary since 2021    Assistant Secretary (2022-Present), Associate General Counsel (2021-Present), American Beacon Advisors, Inc.; Assistant Secretary (2021-Present), Resolute Investment Distributors, Inc.; Assistant Secretary (2022-Present), Associate General Counsel (2021-Present), Resolute Investment Managers, Inc.; Assistant Secretary (2022–Present) and Associate General Counsel, (2021-Present), Resolute Investment Services, Inc.; Vice President (2018-2021), Second Vice President (2015-2018), The Northern Trust Company; Assistant Secretary, American Beacon Select Funds (2021-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2021-Present); Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2021); Assistant Secretary, American Beacon Apollo Total Return Fund (2021).

* As of 11/12/2014, the Board adopted a retirement plan that requires Trustees to retire no later than the last day of the calendar year in which they reach the age of 75.

** Mr. Duffy is being deemed to be an “interested person” of the Trust, as defined by the Investment Company Act of 1940, as amended, by virtue of his position with Mesirow Financial, Inc., a broker-dealer.

 

 

74


American Beacon FundsSM

Privacy Policy

October 31, 2023 (Unaudited)

 

 

The American Beacon Funds recognize and respect the privacy of our shareholders. We are providing this notice to you so you will understand how shareholder information may be collected and used.

We may collect nonpublic personal information about you from one or more of the following sources:

 

   

information we receive from you on applications or other forms;

 

   

information about your transactions with us or our service providers; and

 

   

information we receive from third parties.

We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law.

We restrict access to your nonpublic personal information to those employees or service providers who need to know that information to provide products or services to you. To ensure the confidentiality of your nonpublic personal information, we maintain safeguards that comply with federal standards.

 

 

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76


LOGO

 

 

 

Delivery of Documents

To obtain more information about the Fund:

 

LOGO  
 
By E-mail:  
american_beacon.funds@ambeacon.com  
   
     
 

LOGO

By Telephone:

Call (800) 658-5811

 

LOGO

By Mail:

American Beacon Institutional Funds Trust or
American Beacon Diversified Fund

P.O. Box 219643

Kansas City, MO 64121-9643

   
     
Availability of Quarterly Portfolio Schedules   Availability of Proxy Voting Policy and Records
 
In addition to the Schedule of Investments provided in each semi-annual and annual report, the Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (“SEC”) on Form N-PORT as of the end of each fiscal quarter. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. The Forms N-PORT may also be reviewed and copied at the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-2736. Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling (800)-SEC-0330.   A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is available in the Fund’s Statement of Additional Information, which is available free of charge by calling 1-800-967-9009 or by accessing the SEC’s website at www.sec.gov. The Fund’s proxy voting record for the most recent year ended June 30 is filed annually with the SEC on Form N-PX. The Fund’s Forms N-PX are available on the SEC’s website at www.sec.gov. The Fund’s proxy voting record may also be obtained by calling 1-800-967-9009.

 

Fund Service Providers:

 

CUSTODIAN

State Street Bank and Trust

Company

Boston, Massachusetts

   

TRANSFER AGENT

SS&C GIDS,Inc.

Quincy, Massachusetts

   

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

Boston, Massachusetts

This report is prepared for shareholders of the American Beacon Diversified Fund and may be distributed to others only if preceded or accompanied by a current Private Placement Memorandum.

 

American Beacon Institutional Funds Trust and American Beacon Diversified Fund are service marks of American Beacon Advisors, Inc.

AR 10/23


ITEM 2.

CODE OF ETHICS.

The registrant adopted a code of ethics (the “Code”) that applies to the registrant’s principal executive officer and principal financial officer. The registrant amended its code July 6, 2021 to remove two terminated investment companies and update the Principal Financial Officer. The registrant has not granted any waivers from the provisions of the Code during the period covered by the shareholder reports presented in Item 1. The Code is filed herewith as Exhibit 99.CODE ETH.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Trustees of the Trust has determined that Claudia Holz, a member of the Trust’s Audit and Compliance Committee, is the “audit committee financial expert” as defined in Form N-CSR. Ms. Claudia is considered “independent” as defined in Item 3 of Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. “Other services” refer to all other fees category would consist of service related to internal control reviews, strategy, and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the registrant. The following table details the aggregate fees billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees, and all other fees by the principal accountant.

(a)

 

Audit Fees

   Fiscal Year Ended  

$ 48,766

     10/31/2022  

$ 48,766

     10/31/2023  

(b)

 

Audit Related Fees

   Fiscal Year Ended  

$0

     10/31/2022  

$0

     10/31/2023  

(c)

 

Tax Fees (1)

   Fiscal Year Ended  

$ 22,445

     10/31/2022  

$   8,875

     10/31/2023  


(d)

 

All Other Fees

   Fiscal Year Ended  

$0

     10/31/2022  

$0

     10/31/2023  

 

(1) 

“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, tax planning, filing assistance for EU reclaims and PFIC tax services. These fees include international, federal, state, and excise tax reviews.

(e)(1) Pursuant to its charter, the Trust’s Audit and Compliance Committee shall have the following duties and powers pertaining to pre-approval of audit and non-audit services provided by the registrant’s principal accountant:

- to approve, prior to appointment, the engagement of auditors to annually audit and provide their opinion on the Trusts’ financial statements, and, in connection therewith, reviewing and evaluating matters potentially affecting the independence and capabilities of the auditors;

- to approve, prior to appointment, the engagement of the auditors to provide non-audit services to the Trusts, an investment adviser to any series of the Trusts or any entity controlling, controlled by, or under common control with an investment adviser (“adviser affiliate”) that provides ongoing services to the Trusts, if the engagement relates directly to the operations and financial reporting of the Trusts;

- to consider whether the non-audit services provided by a Trust’s auditor to an investment adviser or any adviser affiliate that provides ongoing services to a series of the Trusts, which services were not pre-approved by the Committee, are compatible with maintaining the auditor’s independence;

- to review the arrangements for and scope of the annual audit and any special audits; and

- to review and approving the fees proposed to be charged to the Trusts by the auditors for each audit and non-audit service.

The Audit and Compliance Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members. Any decisions of the subcommittee to grant pre-approvals shall be presented to the full audit committee at its next regularly scheduled meeting.

(e)(2) None of the fees disclosed in paragraphs (b) through (d) above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f)

Not applicable.


(g)

Aggregate Non-Audit Fees for Services Rendered to the:

 

Registrant

   Adviser      Adviser’s Affiliates Providing
Ongoing Services to Registrant
   Fiscal Year Ended  

$22,445

   $ 149,467      N/A      10/31/2022  

$  8,875

   $ 32,969      N/A      10/31/2023  

 

(h)

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

 

(a)

The schedules of investments for each series of the Trust are included in the shareholder reports presented in Item 1.

 

(b)

Not applicable.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant has made no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees.


ITEM 11.

CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have reviewed the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) as of a date within 90 days of the filing of this report as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based upon their review, such officers have concluded that the registrant’s disclosure controls and procedures are effective in ensuring that information required to be disclosed in the report is appropriately recorded, processed, summarized and reported and made know to them by others within the registrant and by the registrant’s service provider.

(b) The registrant’s principal executive officer and principal financial officer are aware of no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

 

ITEM 13.

EXHIBITS.

(a)(1) Filed herewith as EX-99.CODE ETH.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) The certifications of each principal executive officer and principal financial officer pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, (17 CFR 270.30a-2(b), Rule 13a-14(b) or Rule 15d-14(b)) are attached hereto as EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): American Beacon Institutional Funds Trust

 

By /s/ Jeffrey K. Ringdahl

Jeffrey K. Ringdahl
President
American Beacon Institutional Funds Trust
Date: January 3, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By /s/ Jeffrey K. Ringdahl

Jeffrey K. Ringdahl
President
American Beacon Institutional Funds Trust
Date: January 3, 2024

 

By /s/ Sonia L. Bates

Sonia L. Bates
Chief Accounting Officer and Treasurer
American Beacon Institutional Funds Trust
Date: January 3, 2024