N-CSR 1 d21521dncsr.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: 811-4984

 

 

AMERICAN BEACON FUNDS

(Exact name of registrant as specified in charter)

 

 

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039

(Address of principal executive offices)-(Zip code)

 

 

GENE L. NEEDLES, JR., 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: August 31, 2020

Date of reporting period: August 31, 2020

 

 

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, Inc.

 

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, Inc., you can put the experience of a multi-billion dollar asset management firm to work for your company.

THE LONDON COMPANY INCOME EQUITY FUND

Investing in small- and medium-capitalization stocks may involve greater volatility and lower liquidity than larger company stocks. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. Investing in dividend-paying stocks may result in less earnings growth or capital appreciation than investing in non-dividend paying stocks. The use of fixed-income securities entails interest rate and credit risks. Because the Fund may invest in fewer issuers than a more diversified portfolio, the fluctuating value of a single holding may have a greater effect on the value of the Fund. The use of futures contracts for cash management may subject the Fund to losing more money than invested. The Fund participates in a securities lending program.

ZEBRA SMALL CAP EQUITY FUND

Investing in small-capitalization stocks may involve greater volatility and lower liquidity than larger company stocks. Investing in foreign securities may involve heightened risk due to currency fluctuations and economic and political risks. At times, certain securities may have limited marketability and may be difficult to sell. The use of futures contracts for cash management may subject the Fund to losing more money than invested. The Fund participates in a securities lending program.

Please see the prospectus for a complete discussion of the Funds’ risks. There can be no assurances that the investment objectives of these Funds will be met.

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 the 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 Funds

August 31, 2020


Contents

 

 

President’s Message

    1  

Performance Overview

    4  

Expense Examples

    9  

Report of Independent Registered Public Accounting Firm

    10  

Schedules of Investments:

 

The London Company Income Equity Fund

    11  

Zebra Small Cap Equity Fund

    14  

Financial Statements

    23  

Notes to the Financial Statements

    27  

Financial Highlights:

 

The London Company Income Equity Fund

    48  

Zebra Small Cap Equity Fund

    54  

Federal Tax Information

    59  

Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

    60  

Disclosure Regarding Liquidity Risk Management Program

    65  

Trustees and Officers of the American Beacon Funds

    66  

Privacy Policy

    72  

 

Additional Fund Information

    Back Cover  


President’s Message

 

 

LOGO  

Dear Shareholders,

 

Unlike anything we’ve experienced in our lifetimes, the COVID-19 pandemic continues to have an overwhelming effect on the world’s population, economies and markets. While news reports in the first half of this reporting period highlighted the many headwinds affecting the global economy and contributing to market volatility – including the U.S. trade war with China, Brexit, disruptions in the Middle East and protests in Hong Kong – the second half of this reporting period has been dominated by headlines related to the virus:

 

u  On March 15, the Federal Reserve cut the federal funds rate by 100 basis points (1%) to a range of 0% to 0.25%, and announced quantitative easing would be unlimited.

 

u  

Also in March, the U.S. government passed a stimulus package in three phases: phase one for approximately $8.3 billion, phase two for approximately $100 billion, and phase three for approximately $2 trillion.

 

u  

On April 20, the price of U.S. oil turned negative for the first time in history, closing at -$37.60 per barrel for oil deliveries in May. However, by the end of August, the average crude oil spot price – which calculates an equally weighted price for West Texas Intermediate, Brent and Dubai crude oils – was $43.44 per barrel.

 

u  

Although equity markets around the world have rebounded since the lows experienced earlier this year, uncertainty and volatility remain while economies continue to feel the effects of the pandemic. In the U.S., real gross domestic product had an annualized decline of 31.7% for the second quarter – reflecting the sharpest economic contraction in modern history, although slightly less than the 32.9% initially estimated.

 

u  

As of August 30, the virus had infected more than 24.8 million individuals around the world, resulting in more than 838,000 deaths. The U.S. alone accounted for more than 5.8 million confirmed cases and more than 180,000 deaths.

Now more than ever, we recognize that fear of loss can be a powerful emotion, leading many investors to make short-term decisions subject to a variety of potential error-leading biases. Unfortunately, short-term investment decisions may derail future plans. We encourage investors to maintain focus on their long-term financial goals, working with financial professionals to make thoughtful adjustments to their changing needs.

The three Ds – direction, discipline and diversification – may help frame this conversation.

 

u  

Direction: Achieving your long-term financial goals requires an individualized plan of action. You may want your plan to provide some measure of protection against periods of geopolitical turmoil, economic uncertainty, market volatility and job insecurity. Your plan should be reviewed annually and be adjusted in the event your long-range needs change.

 

u  

Discipline: Long-term, systematic participation in an investment portfolio requires your resolution to stay the course. Spending time in the market – rather than trying to time the market – may place you in a better position to reach your long-term financial goals.

 

u  

Diversification: By investing in different investment styles and asset classes, you may be able to help mitigate financial risks across your investment portfolio. By allocating your investment portfolio according to your risk-tolerance level, you may be better positioned to weather storms and achieve your long-term financial goals.

 

 

1


President’s Message

 

 

American Beacon has endeavored to provide investors with a disciplined approach to realizing long-term financial goals since 1986. As a manager of managers, we strive to provide investment products that may enable investors to participate during market upswings while potentially insulating against market downswings. The investment teams behind our mutual funds seek to produce consistent, long-term results rather than focus only on short-term movements in the markets. In managing our investment products, we emphasize identifying opportunities that offer the potential for long-term rewards.

Thank you for staying the course with American Beacon. For additional information about our investment products or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

 

LOGO

Gene L. Needles, Jr.

President

American Beacon Funds

 

 

2


Domestic Equity Market Overview

August 31, 2020 (Unaudited)

 

 

U.S. equities posted strong returns during the event-filled 12-month period ended August 31, 2020 – which included a global pandemic and significant monetary and fiscal stimulus during a domestic recession. The broader market, as measured by the Russell 3000 Index, rose 21.4%.

The period started with modest monthly gains from September through December 2019, driven by solid economic data and an accommodative Federal Reserve. Concerns about a slowing global economy led the Fed to reduce the federal funds rate a total of three times in 2019 – in August, September and October.

As we entered 2020, volatility in share prices picked up, reflecting concerns about the novel coronavirus. As COVID-19 began to spread around the world, share prices weakened. U.S. stocks declined in each of the first three months of the calendar year and at an accelerated pace each month. By March, many businesses across the country were shut down in an attempt to limit the spread of COVID-19. In February, the National Bureau of Economic Research declared a recession in the U.S.

In response to the recession, the Fed was very active and quickly reduced the federal funds rate to a range of 0% to 0.25%, announced unlimited quantitative easing and created an alphabet soup of facilities designed to improve liquidity across the economy. At the same time, the federal government passed fiscal stimulus bills to put more cash in the hands of consumers, including generous unemployment benefits for multiple months.

The fiscal and monetary stimulus helped the economy and improved investor sentiment for stocks. Beginning in April, stocks traded higher for the next five months. Signs of an improving economy, declining unemployment following a peak in April, a slowing in the growth rate of the virus, and hopes for a vaccine led to higher stock prices.

Over the period, large-cap stocks posted the strongest returns. The Russell 1000 Index rose 22.5%. In comparison, small-cap stocks lagged the broader market; the Russell 2000 Index rose 6.0%. Growth significantly outperformed Value across the market-cap spectrum. The Russell 3000 Growth Index rose more than 42% versus a roughly flat return for the Russell 3000 Value Index. The Value indexes posted negative one-year returns in the small- and mid-cap spaces. Cyclical sectors outperformed the more defensive sectors.

 

 

3


American Beacon The London Company Income Equity FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

The Investor Class of the American Beacon The London Company Income Equity Fund (the “Fund”) returned 13.38% for the twelve-month period ended August 31, 2020, compared to the Russell 1000® Value Index (the “Index”) return of 0.84% for the same period.

Comparison of Change in Value of a $10,000 Investment for the Period from 5/29/2012 through 8/31/2020

 

LOGO

 

Total Returns for the Period ended August 31, 2020

 

      

Ticker

    

1 Year

  

3 Years

  

5 Years

  

Since Inception
5/29/2012

  

Value of  $10,000
5/29/2012-
8/31/2020

R5 Class** (1,2,4)

     ABCIX          13.81 %        11.02 %        10.85 %        11.92 %      $ 25,346

Y Class (1,2,4)

     ABCYX          13.70 %        10.93 %        10.76 %        11.84 %      $ 25,189

Investor Class (1,2,4)

     ABCVX          13.38 %        10.65 %        10.47 %        11.55 %      $ 24,657

A Class with sales Charge (1,2,4)

     ABCAX          6.94 %        8.52 %        9.16 %        10.69 %      $ 23,137

A Class without sales charge (1,2,4)

     ABCAX          13.44 %        10.67 %        10.47 %        11.49 %      $ 24,548

C Class with sales charge (1,2,4)

     ABECX          11.59 %        9.83 %        9.63 %        10.65 %      $ 23,071

C Class without sales charge (1,2,4)

     ABECX          12.59 %        9.83 %        9.63 %        10.65 %      $ 23,071

R6 Class (1,4,5)

     ABCRX          13.75 %        11.00 %        10.84 %        11.91 %      $ 25,333
                               

Russell 1000® Value Index (3)

              0.84 %        4.50 %        7.53 %        10.42 %      $ 22,685

 

**

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

 

1.

Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800- 967-9009. 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. A Class shares have a maximum sales charge of 5.75%. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

 

2.

A portion of the fees charged to the R5 Class of the Fund was waived from 2012 through 2014, partially recovered in 2015 and fully recovered in 2016. Performance prior to waiving fees was lower than actual returns shown for 2012 through 2014. A portion of the fees charged to the Investor Class of

 

 

4


American Beacon The London Company Income Equity FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

  the Fund was waived in 2012 and 2013 and fully recovered in 2014 and 2015. Performance prior to waiving fees was lower than actual returns shown in 2012 and 2013. A portion of the fees charged to the Y, A, and C Classes of the Fund was waived from 2012 through 2014 and fully recovered in 2015. Performance prior to waiving fees was lower than actual returns shown for 2012 through 2014.

 

3.

The Russell 1000 Value Index is an unmanaged index of those stocks in the Russell 1000 Index with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Value Index and the Russell 1000 Index (each an “Index”) are trademarks of Frank Russell Company (“Russell”) and have been licensed for use by American Beacon Funds. The American Beacon The London Company Income Equity Fund is not in any way sponsored, endorsed, sold or promoted by Russell or the London Stock Exchange Group companies (“LSEG”) (together the “Licensor Parties”) and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the Index (upon which a fund is based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with a Fund. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to any fund or to its clients. The Index is calculated by Russell or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index or (b) under any obligation to advise any person of any error therein.

 

4.

The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the R5, Y, Investor, A, C, and R6 Class shares were 0.73%, 0.80%, 1.06%, 1.05%, 1.82%, and 0.83%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

 

5.

Fund performance for the periods shown represents the returns achieved by the R5 Class from 5/29/12 up to 8/25/20, the inception date of the R6 Class, and the returns of the R6 Class since its inception. Expenses of the R6 Class are lower than those of the R5 Class. Therefore, total returns shown may be lower than they would have been had the R6 Class been in existence since 5/29/12.

The Fund outperformed the Index due to stock selection and sector allocation during the period.

From a security selection standpoint, the Fund’s holdings in the Information Technology and Industrials sectors were the largest contributors to the Fund’s outperformance relative to the Index. In the Information Technology sector, positions in Apple, Inc. (up 152.3%) and Microsoft Corp. (up 64.9%) contributed to relative returns. Companies contributing to performance in the Industrials sector included Fastenal Co. (up 62.1%) and United Parcel Service, Inc., Class B (up 42.1%). The aforementioned strong performance was somewhat offset by security selection in the Consumer Staples and Health Care sectors. In the Consumer Staples sector, a position in Diageo PLC, Sponsored ADR (down 19.9%) detracted, and an absence from index-position Danaher Corp. (up 46.0%) in the Health Care sector also hurt relative returns.

From a sector allocation perspective, the Fund’s overweight position in the Information Technology sector (up 13.9%), and underweight positions in the Energy sector (down 33.2%) and Financials sector (down 8.7%) helped relative performance. This performance was somewhat offset by an underweight position in the Health Care sector (up 19.1%).

 

 

5


American Beacon The London Company Income Equity FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

The sub-advisor’s investment process focuses on downside protection, current income and total return appreciation.

 

Top Ten Holdings (% Net Assets)        
Apple, Inc.           5.7  
Berkshire Hathaway, Inc., Class B           4.9  
Lowe’s Cos., Inc.           4.5  
Microsoft Corp.           4.5  
BlackRock, Inc.           3.9  
Johnson & Johnson           3.9  
United Parcel Service, Inc., Class B           3.8  
Norfolk Southern Corp.           3.7  
Texas Instruments, Inc.           3.7  
Air Products and Chemicals, Inc.           3.5  
Total Fund Holdings      30       
       
Sector Allocation (% Equities)        
Information Technology           23.4  
Financials           14.2  
Consumer Staples           12.3  
Industrials           11.2  
Health Care           11.1  
Consumer Discretionary           8.1  
Communication Services           6.4  
Materials           3.8  
Real Estate           3.7  
Utilities           3.3  
Energy           2.5  

 

 

6


American Beacon Zebra Small Cap Equity FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

The Investor Class of the American Beacon Zebra Small Cap Equity Fund (the “Fund”) returned -3.05% for the twelve months ended August 31, 2020, which was less than the Russell 2000® Index (the “Index”) return of 6.02%. The Fund underperformed the Index due to stock selection and, to a lesser extent, sector allocation.

Comparison of Change in Value of a $10,000 Investment for the Period from 8/31/2010 through 8/31/2020

 

LOGO

 

Total Returns for the Period ended August 31, 2020

 

      

Ticker

    

1 Year

  

3 Years

  

5 Years

    

10 Years

  

Value of $10,000

8/31/2010-

8/31/2020

R5 Class** (1,2,4)

     AZSIX          (2.70 )%        1.37 %        5.81 %          10.49 %      $ 27,122

Y Class (1,2,4)

     AZSYX          (2.75 )%        1.27 %        5.71 %          10.40 %      $ 26,884

Investor Class (1,2,4)

     AZSPX          (3.05 )%        0.99 %        5.40 %          10.07 %      $ 26,104

A Class with sales Charge (1,2,4)

     AZSAX          (8.69 )%        (1.01 )%        4.14 %          9.37 %      $ 24,493

A Class without sales charge (1,2,4)

     AZSAX          (3.10 )%        0.96 %        5.38 %          10.03 %      $ 25,997

C Class with sales charge (1,2,4)

     AZSCX          (4.78 )%        0.20 %        4.59 %          9.18 %      $ 24,077

C Class without sales charge (1,2,4)

     AZSCX          (3.78 )%        0.20 %        4.59 %          9.18 %      $ 24,077
                                 

Russell 2000® Index (3)

              6.02 %        5.03 %        7.65 %          11.53 %      $ 29,775

Russell 2000® Value Index (3)

              (6.14 )%        (1.39 )%        4.37 %          8.71 %      $ 23,050

 

**

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

 

1.

Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. 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. A Class shares have a maximum sales charge of 5.75%. The maximum contingent deferred sales charge is 1.00% for C Class shares redeemed within one year of the date of purchase.

 

 

7


American Beacon Zebra Small Cap Equity FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

2.

A portion of the fees charged to each Class of the Fund has been waived since Fund inception. Performance prior to waiving fees was lower than the actual returns shown since inception.

 

3.

The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. The Russell 2000 Value Index and the Russell 2000 Index (each an “Index”) are trademarks of Frank Russell Company (“Russell”) and have been licensed for use by American Beacon Funds. The American Beacon Zebra Small Cap Equity Fund is not in any way sponsored, endorsed, sold or promoted by Russell or the London Stock Exchange Group companies (“LSEG”) (together the “Licensor Parties”) and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the Index (upon which a fund is based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with a Fund. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to any fund or to its clients. The Index is calculated by Russell or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index or (b) under any obligation to advise any person of any error therein.

 

4.

The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the R5, Y, Investor, A, and C Class shares were 1.22%, 1.24%, 1.50%, 1.53%, and 2.29%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

Stock selection in the Consumer Discretionary, Health Care and Industrials sectors detracted the most from relative performance. In the Consumer Discretionary sector, Denny’s Corp. (down 42.5%) negatively impacted performance, while positions in Orthofix Medical, Inc., (down 42.5%) and Herman Miller, Inc. (down 41.6%) in the Health Care and Industrials sectors, respectively, detracted from relative returns.

This was offset somewhat by positive stock selection in the Utilities sector, where the Fund was absent from Index-positions Portland General Electric (down 30.8%) and Allete, Inc. (down 34.6%).

From a sector allocation perspective, the Fund was hurt by an overweight allocation to Financials (down 15.9%). Underweighting Energy (down 42.1%), the worst performing sector in the Index, was positive for the Fund’s relative performance during the period.

The sub-advisor continues to focus on uncovering opportunities by investing in a portfolio of securities that are generally less popular with investors but nevertheless have strong fundamental characteristics. At the same time the portfolio will be underweight stocks that are heavily followed but have weak fundamentals. This contrarian style has tended to result in a portfolio with very good risk-adjusted returns over time.

 

Top Ten Holdings (% Net Assets)        
WD-40 Co.           1.7  
Sykes Enterprises, Inc.           1.6  
Insight Enterprises, Inc.           1.4  
Innospec, Inc.           1.3  
Orthofix Medical, Inc.           1.3  
Franklin Electric Co., Inc.           1.2  
Getty Realty Corp.           1.2  
McGrath RentCorp           1.2  
OSI Systems, Inc.           1.2  
PS Business Parks, Inc.           1.2  
Total Fund Holdings      284       
       
Sector Allocation (% Equities)        
Health Care           16.3  
Industrials           15.5  
Information Technology           15.5  
Financials           15.0  
Consumer Discretionary           13.0  
Real Estate           9.4  
Consumer Staples           5.6  
Materials           4.7  
Communication Services           3.1  
Energy           1.0  
Utilities           0.9  

 

 

8


American Beacon FundsSM

Expense Examples

August 31, 2020 (Unaudited)

 

 

American Beacon The London Company Income Equity Fund

 

    Beginning Account Value
3/1/2020
  Ending Account Value
8/31/2020
  Expenses Paid During
Period
3/1/2020-8/31/2020*
R5 Class**            
Actual       $1,000.00       $1,160.20       $4.13
Hypothetical***       $1,000.00       $1,021.32       $3.86
Y Class            
Actual       $1,000.00       $1,159.60       $4.45
Hypothetical***       $1,000.00       $1,021.01       $4.17
Investor Class            
Actual       $1,000.00       $1,157.90       $5.80
Hypothetical***       $1,000.00       $1,019.76       $5.43
A Class            
Actual       $1,000.00       $1,158.50       $5.75
Hypothetical***       $1,000.00       $1,019.81       $5.38
C Class            
Actual       $1,000.00       $1,153.60       $9.85
Hypothetical***       $1,000.00       $1,015.99       $9.22
R6 Class****            
Actual       $1,000.00       $1,007.40       $0.12
Hypothetical       $1,000.00       $1,021.47       $3.71

 

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.76%, 0.82%, 1.07%, 1.06%, 1.82%, and 0.71% for the R5, Y, Investor, A, C, and R6 Classes, respectively, 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 (366) to reflect the half-year period.

**

Formerly known as Institutional Class.

***

5% return before expenses.

****

American Beacon The London Company Income Equity Fund’s R6 Class commenced operations on August 26, 2020. Expenses are equal to the fund’s annualized expense ratio for the period, multiplied by the average account value over the period, multiplied by the number of days since inception (6), then divided by the number of days in the year (366) to reflect the period. The Ending Account Value is derived from the fund’s share class actual return since inception. The Hypothetical 5% Annual Return information reflects the (184) day period for the six months ended August 31, 2020 to allow for comparability.

 

American Beacon Zebra Small Cap Equity Fund

 

    Beginning Account Value
3/1/2020
  Ending Account Value
8/31/2020
  Expenses Paid During
Period
3/1/2020-8/31/2020*
R5 Class**            
Actual       $1,000.00       $1,013.20       $4.50
Hypothetical***       $1,000.00       $1,020.66       $4.52
Y Class            
Actual       $1,000.00       $1,012.40       $5.01
Hypothetical***       $1,000.00       $1,020.16       $5.03
Investor Class            
Actual       $1,000.00       $1,011.20       $6.42
Hypothetical***       $1,000.00       $1,018.75       $6.44
A Class            
Actual       $1,000.00       $1,011.20       $6.52
Hypothetical***       $1,000.00       $1,018.65       $6.55
C Class            
Actual       $1,000.00       $1,007.90       $10.30
Hypothetical***       $1,000.00       $1,014.88       $10.33

 

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.89%, 0.99%, 1.27%, 1.29%, and 2.04% for the R5, Y, Investor, A, and C Classes, respectively, 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 (366) to reflect the half-year period.

**

Formerly known as Institutional Class.

***

5% return before expenses.

 

 

9


American Beacon FundsSM

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of American Beacon The London Company Income Equity Fund and American Beacon Zebra Small Cap Equity Fund and the Board of Trustees of American Beacon Funds

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of American Beacon The London Company Income Equity Fund and American Beacon Zebra Small Cap Equity Fund (collectively referred to as the “Funds”), (two of the funds constituting American Beacon Funds (the “Trust”)), including the schedules of investments, as of August 31, 2020, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds (two of the funds constituting American Beacon Funds) at August 31, 2020, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on each of the Funds’ 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 Trust 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 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. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

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 procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more American Beacon investment companies since 1987.

Dallas, Texas

October 28, 2020

 

 

10


American Beacon The London Company Income Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 93.51%            
Communication Services - 5.98%            
Diversified Telecommunication Services - 3.12%            
Verizon Communications, Inc.       695,649         $ 41,231,116
           

 

 

 
           
Entertainment - 2.86%            
Nintendo Co., Ltd., ADRA       560,386           37,753,205
           

 

 

 
           

Total Communication Services

              78,984,321
           

 

 

 
           
Consumer Discretionary - 7.57%            
Multiline Retail - 3.07%            
Target Corp.       268,071           40,535,016
           

 

 

 
           
Specialty Retail - 4.50%            
Lowe’s Cos., Inc.       360,927           59,441,067
           

 

 

 
           

Total Consumer Discretionary

              99,976,083
           

 

 

 
           
Consumer Staples - 11.54%            
Beverages - 4.05%            
Coca-Cola Co.       412,149           20,413,740
Diageo PLC, Sponsored ADRA       246,290           33,101,376
           

 

 

 
              53,515,116
           

 

 

 
           
Food Products - 2.71%            
Nestle S.A., Sponsored ADR       297,578           35,829,879
           

 

 

 
           
Tobacco - 4.78%            
Altria Group, Inc.       792,817           34,677,816
Philip Morris International, Inc.       355,795           28,388,883
           

 

 

 
              63,066,699
           

 

 

 
           

Total Consumer Staples

              152,411,694
           

 

 

 
           
Energy - 2.37%            
Oil, Gas & Consumable Fuels - 2.37%            
Chevron Corp.       372,178           31,236,900
           

 

 

 
           
Financials - 13.26%            
Banks - 1.61%            
Wells Fargo & Co.       879,821           21,247,677
           

 

 

 
           
Capital Markets - 4.90%            
BlackRock, Inc.       85,818           50,992,197
Franklin Resources, Inc.       654,326           13,780,106
           

 

 

 
              64,772,303
           

 

 

 
           
Diversified Financial Services - 4.91%            
Berkshire Hathaway, Inc., Class BB       297,517           64,870,607
           

 

 

 
           
Insurance - 1.84%            
Cincinnati Financial Corp.       305,226           24,237,996
           

 

 

 
           

Total Financials

              175,128,583
           

 

 

 
           
Health Care - 10.37%            
Pharmaceuticals - 10.37%            
Johnson & Johnson       338,026           51,856,569
Merck & Co., Inc.       529,335           45,136,395
Pfizer, Inc.       1,056,332           39,918,786
           

 

 

 
              136,911,750
           

 

 

 
           

Total Health Care

              136,911,750
           

 

 

 
           

 

See accompanying notes

 

11


American Beacon The London Company Income Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 93.51% (continued)            
Industrials - 10.43%            
Air Freight & Logistics - 3.83%            
United Parcel Service, Inc., Class B       309,184         $ 50,588,686
           

 

 

 
           
Road & Rail - 3.72%            
Norfolk Southern Corp.       231,037           49,102,294
           

 

 

 
           
Trading Companies & Distributors - 2.88%            
Fastenal Co.       779,515           38,087,103
           

 

 

 
           

Total Industrials

              137,778,083
           

 

 

 
           
Information Technology - 21.91%            
Communications Equipment - 2.86%            
Cisco Systems, Inc.       894,275           37,756,290
           

 

 

 
           
IT Services - 2.29%            
Paychex, Inc.       395,489           30,243,044
           

 

 

 
           
Semiconductors & Semiconductor Equipment - 6.57%            
Intel Corp.       749,288           38,176,224
Texas Instruments, Inc.       342,349           48,664,910
           

 

 

 
              86,841,134
           

 

 

 
           
Software - 4.49%            
Microsoft Corp.       262,850           59,280,560
           

 

 

 
           
Technology Hardware, Storage & Peripherals - 5.70%            
Apple, Inc.       583,116           75,245,289
           

 

 

 
           

Total Information Technology

              289,366,317
           

 

 

 
           
Materials - 3.54%            
Chemicals - 3.54%            
Air Products and Chemicals, Inc.       159,696           46,672,753
           

 

 

 
           
Real Estate - 3.49%            
Equity Real Estate Investment Trusts (REITs) - 3.49%            
Crown Castle International Corp.       282,159           46,062,457
           

 

 

 
           
Utilities - 3.05%            
Multi-Utilities - 3.05%            
Dominion Energy, Inc.       513,363           40,268,194
           

 

 

 
           

Total Common Stocks (Cost $878,983,117)

              1,234,797,135
           

 

 

 
           
SHORT-TERM INVESTMENTS - 5.75% (Cost $75,939,009)            
Investment Companies - 5.75%            
American Beacon U.S. Government Money Market Select Fund, 0.01%C D       75,939,009           75,939,009
           

 

 

 
           

TOTAL INVESTMENTS - 99.26% (Cost $954,922,126)

              1,310,736,144

OTHER ASSETS, NET OF LIABILITIES - 0.74%

              9,831,862
           

 

 

 

TOTAL NET ASSETS - 100.00%

            $ 1,320,568,006
           

 

 

 
             
Percentages are stated as a percent of net assets.

 

A All or a portion of this security is on loan, collateralized by either cash and/or U.S. Treasuries, at August 31, 2020 (Note 8).

B Non-income producing security.

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

D 7-day yield.

 

See accompanying notes

 

12


American Beacon The London Company Income Equity FundSM

Schedule of Investments

August 31, 2020

 

 

ADR - American Depositary Receipt.

PLC - Public Limited Company.

 

Long Futures Contracts Open on August 31, 2020:

 

Equity Futures Contracts  
Description      Number of
Contracts
     Expiration
Date
     Notional
Amount
     Contract
Value
       Unrealized
Appreciation
(Depreciation)
 
S&P 500 E-Mini Index Futures      437      September 2020      $71,058,295      $ 76,450,965        $ 5,392,670  
              

 

    

 

 

      

 

 

 
     $71,058,295      $ 76,450,965        $ 5,392,670  
              

 

    

 

 

      

 

 

 

 

Index Abbreviations:
S&P 500      S&P 500 Index - U.S. Equity Large-Cap Index.

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of August 31, 2020, the investments were classified as described below:

 

The London Company Income Equity Fund

  Level 1           Level 2           Level 3           Total  

Assets

 

Common Stocks

  $ 1,234,797,135       $       $       $ 1,234,797,135  

Short-Term Investments

    75,939,009                         75,939,009  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Investments in Securities – Assets

  $ 1,310,736,144       $       $       $ 1,310,736,144  
 

 

 

     

 

 

     

 

 

     

 

 

 

Financial Derivative Instruments – Assets

 

Futures Contracts

  $ 5,392,670       $       $       $ 5,392,670  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Financial Derivative Instruments – Assets

  $ 5,392,670       $       $       $ 5,392,670  
 

 

 

     

 

 

     

 

 

     

 

 

 

U.S. GAAP requires transfers between all levels to/from level 3 be disclosed. During the year ended August 31, 2020, there were no transfers into or out of Level 3.

 

See accompanying notes

 

13


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39%            
Communication Services - 3.01%            
Diversified Telecommunication Services - 0.48%            
Alaska Communications Systems Group, Inc.       22,958         $ 51,426
IDT Corp., Class BA       8,312           54,194
Ooma, Inc.A       16,325           222,673
           

 

 

 
              328,293
           

 

 

 
           
Interactive Media & Services - 1.99%            
Cargurus, Inc.A       13,489           328,862
DHI Group, Inc.A       21,087           51,241
EverQuote, Inc., Class AA       8,570           304,235
TrueCar, Inc.A       50,877           240,648
Yelp, Inc.A       19,005           439,396
           

 

 

 
              1,364,382
           

 

 

 
           
Media - 0.54%            
MSG Networks, Inc., Class AA B       8,677           84,514
Saga Communications, Inc., Class A       1,793           40,343
Tribune Publishing Co.       9,843           111,718
WideOpenWest, Inc.A       24,018           138,103
           

 

 

 
              374,678
           

 

 

 
           

Total Communication Services

              2,067,353
           

 

 

 
           
Consumer Discretionary - 12.79%            
Auto Components - 0.50%            
Standard Motor Products, Inc.       1,118           50,802
XPEL, Inc.       11,589           288,566
           

 

 

 
              339,368
           

 

 

 
           
Distributors - 1.10%            
Core-Mark Holding Co., Inc.       20,337           679,662
Weyco Group, Inc.       4,162           74,916
           

 

 

 
              754,578
           

 

 

 
           
Diversified Consumer Services - 0.53%            
American Public Education, Inc.A       3,602           113,247
Collectors Universe, Inc.       5,683           252,837
           

 

 

 
              366,084
           

 

 

 
           
Hotels, Restaurants & Leisure - 0.13%            
Bluegreen Vacations Corp.       9,738           54,143
Nathan’s Famous, Inc.       707           37,082
           

 

 

 
              91,225
           

 

 

 
           
Household Durables - 4.33%            
GoPro, Inc., Class AA       88,639           406,853
Green Brick Partners, Inc.A       14,728           209,727
Hamilton Beach Brands Holding Co., Class A       4,073           88,995
Hooker Furniture Corp.       9,180           226,287
iRobot Corp.A       7,179           531,461
Legacy Housing Corp.A       9,830           150,104
Lovesac Co.A       12,163           321,955
Sonos, Inc.A       34,587           486,639
Turtle Beach Corp.A       19,018           372,182
Universal Electronics, Inc.A       4,344           178,452
           

 

 

 
              2,972,655
           

 

 

 
           

 

See accompanying notes

 

14


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Consumer Discretionary - 12.79% (continued)            
Internet & Direct Marketing Retail - 2.04%            
1-800-Flowers.com, Inc., Class AA       17,656         $ 528,444
Overstock.com, Inc.A       1,929           168,788
Shutterstock, Inc.       5,120           257,638
Stitch Fix, Inc., Class AA       18,291           441,728
           

 

 

 
              1,396,598
           

 

 

 
           
Leisure Products - 1.77%            
Clarus Corp.       39,695           499,760
Escalade, Inc.       284           5,149
Johnson Outdoors, Inc., Class A       1,623           139,108
Marine Products Corp.       5,725           82,726
YETI Holdings, Inc.A       9,514           488,829
           

 

 

 
              1,215,572
           

 

 

 
           
Multiline Retail - 0.53%            
Big Lots, Inc.       7,662           361,263
           

 

 

 
           
Specialty Retail - 1.01%            
Lumber Liquidators Holdings, Inc.A       12,030           288,600
RHA       1,224           404,593
           

 

 

 
              693,193
           

 

 

 
           
Textiles, Apparel & Luxury Goods - 0.85%            
Deckers Outdoor Corp.A       2,819           574,710
Superior Group of Cos., Inc.       352           8,145
           

 

 

 
              582,855
           

 

 

 
           

Total Consumer Discretionary

              8,773,391
           

 

 

 
           
Consumer Staples - 5.51%            
Beverages - 0.46%            
National Beverage Corp.A       3,861           313,976
           

 

 

 
           
Food & Staples Retailing - 2.31%            
Ingles Markets, Inc., Class A       10,364           418,706
SpartanNash Co.       11,310           225,974
Village Super Market, Inc., Class A       10,089           256,664
Weis Markets, Inc.       13,862           682,426
           

 

 

 
              1,583,770
           

 

 

 
           
Food Products - 0.12%            
Bridgford Foods Corp.A       2,732           45,324
Seneca Foods Corp., Class AA       767           36,325
           

 

 

 
              81,649
           

 

 

 
           
Household Products - 1.79%            
Oil-Dri Corp. of America       1,693           59,289
WD-40 Co.       5,740           1,173,141
           

 

 

 
              1,232,430
           

 

 

 
           
Personal Products - 0.83%            
Lifevantage Corp.A       4,298           64,556
Medifast, Inc.       1,410           229,435
USANA Health Sciences, Inc.A       3,484           273,181
           

 

 

 
              567,172
           

 

 

 
           

Total Consumer Staples

              3,778,997
           

 

 

 
           

 

See accompanying notes

 

15


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Energy - 0.96%            
Energy Equipment & Services - 0.57%            
Matrix Service Co.A       34,975         $ 323,169
Smart Sand, Inc.A       49,903           68,866
           

 

 

 
              392,035
           

 

 

 
           
Oil, Gas & Consumable Fuels - 0.39%            
Evolution Petroleum Corp.       28,073           76,640
Falcon Minerals Corp.       11,336           31,854
Hallador Energy Co.       50,429           38,931
NACCO Industries, Inc., Class A       3,300           67,650
Panhandle Oil and Gas, Inc., Class A       7,034           13,294
PrimeEnergy Resources Corp.A       529           35,570
           

 

 

 
              263,939
           

 

 

 
           

Total Energy

              655,974
           

 

 

 
           
Financials - 14.78%            
Banks - 10.04%            
1st Constitution Bancorp       12,003           146,077
Bank of Commerce Holdings       28,727           211,143
Bank of Princeton       905           17,629
BCB Bancorp, Inc.       31,690           258,115
C&F Financial Corp.       1,744           55,756
Capital Bancorp, Inc.A       9,423           98,093
CB Financial Services, Inc.       879           16,349
Central Valley Community Bancorp       7,096           85,365
Civista Bancshares, Inc.       2,388           31,880
CNB Financial Corp.       28,402           453,012
Codorus Valley Bancorp, Inc.       3,543           45,705
Colony Bankcorp, Inc.       4,240           46,640
Community Financial Corp.       2,006           44,613
Community Trust Bancorp, Inc.       5,425           175,065
Enterprise Bancorp, Inc.       7,359           159,911
Evans Bancorp, Inc.       1,376           31,373
Farmers National Banc Corp.       11,338           132,201
Financial Institutions, Inc.       10,389           179,002
First Bancorp, Inc.       1,578           33,580
First Bank/Hamilton       8,608           56,124
First Business Financial Services, Inc.       2,108           32,674
First Choice Bancorp       4,295           60,774
First Guaranty Bancshares, Inc.       3,565           45,739
First Mid Bancshares, Inc.       3,971           103,405
Franklin Financial Services Corp.       1,906           45,439
Great Southern Bancorp, Inc.       860           33,144
Horizon Bancorp, Inc.       20,211           225,959
LCNB Corp.       16,347           239,647
Macatawa Bank Corp.       71,351           522,289
Mackinac Financial Corp.       12,519           125,440
Midland States Bancorp, Inc.       3,903           57,023
Northrim BanCorp, Inc.       2,089           56,215
Oak Valley BancorpB       4,944           66,744
Old Second Bancorp, Inc.       3,288           26,863
Orrstown Financial Services, Inc.       2,003           27,581
Parke Bancorp, Inc.       13,719           168,744
PCB Bancorp       43,111           411,710
Penns Woods Bancorp, Inc.       7,746           160,730
Peoples Bancorp of North Carolina, Inc.       2,768           47,056
Peoples Bancorp, Inc.       9,777           206,686

 

See accompanying notes

 

16


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Financials - 14.78% (continued)            
Banks - 10.04% (continued)            
Plumas Bancorp       733         $ 14,484
Premier Financial Bancorp, Inc.       13,651           175,006
RBB Bancorp       8,599           111,529
Republic Bancorp, Inc., Class A       12,360           380,194
Shore Bancshares, Inc.       16,628           162,123
Sierra Bancorp       3,273           58,489
South Plains Financial, Inc.       2,507           35,800
Southern National Bancorp of Virginia, Inc.       29,178           249,472
Summit Financial Group, Inc.       6,686           98,619
TriCo Bancshares       6,651           184,166
United Security Bancshares       48,892           297,752
Unity Bancorp, Inc.       13,388           177,793
           

 

 

 
              6,886,922
           

 

 

 
           
Capital Markets - 1.29%            
B. Riley Financial, Inc.       1,359           36,394
Cohen & Steers, Inc.       5,797           350,718
Diamond Hill Investment Group, Inc.       1,201           148,816
GAMCO Investors, Inc., Class A       21,408           270,169
Pzena Investment Management, Inc., Class A       7,246           35,868
Silvercrest Asset Management Group, Inc., Class A       3,310           41,507
           

 

 

 
              883,472
           

 

 

 
           
Diversified Financial Services - 0.13%            
Alerus Financial Corp.       3,562           73,342
Marlin Business Services Corp.       2,720           18,224
           

 

 

 
              91,566
           

 

 

 
           
Insurance - 1.21%            
Crawford & Co., Class A       24,858           170,526
Donegal Group, Inc., Class A       11,925           172,078
Independence Holding Co.       2,979           104,265
NI Holdings, Inc.A       11,416           186,309
ProSight Global, Inc.A       20,732           196,539
           

 

 

 
              829,717
           

 

 

 
           
Thrifts & Mortgage Finance - 2.11%            
ESSA Bancorp, Inc.       5,453           69,798
FS Bancorp, Inc.       3,131           124,050
Home Bancorp, Inc.       2,980           71,997
Merchants Bancorp       13,177           268,547
OP Bancorp       12,440           75,884
Riverview Bancorp, Inc.       126,853           523,903
Southern Missouri Bancorp, Inc.       5,967           141,299
Sterling Bancorp, Inc.       18,935           56,237
Timberland Bancorp, Inc.       6,650           116,308
           

 

 

 
              1,448,023
           

 

 

 
           

Total Financials

              10,139,700
           

 

 

 
           
Health Care - 16.05%            
Biotechnology - 4.75%            
Avid Bioservices, Inc.A       30,631           256,994
BioSpecifics Technologies Corp.A       4,979           321,146
Castle Biosciences, Inc.A       7,851           359,026
Celcuity, Inc.A       10,887           60,423
Natera, Inc.A       11,410           726,931

 

See accompanying notes

 

17


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Health Care - 16.05% (continued)            
Biotechnology - 4.75% (continued)            
Retrophin, Inc.A       39,800         $ 779,682
Veracyte, Inc.A       22,719           756,770
           

 

 

 
              3,260,972
           

 

 

 
           
Health Care Equipment & Supplies - 4.87%            
Antares Pharma, Inc.A       136,922           387,489
Atrion Corp.       6           3,790
Cardiovascular Systems, Inc.A       15,266           498,740
Electromed, Inc.A       5,952           73,686
iRadimed Corp.A       1,709           36,231
iRhythm Technologies, Inc.A       1,416           311,775
Orthofix Medical, Inc.A       29,271           888,082
Stereotaxis, Inc.A       15,767           55,500
Surmodics, Inc.A       6,928           313,492
Tactile Systems Technology, Inc.A       8,774           337,185
Utah Medical Products, Inc.       379           31,135
Zynex, Inc.A       27,467           406,511
           

 

 

 
              3,343,616
           

 

 

 
           
Health Care Providers & Services - 2.06%            
Apollo Medical Holdings, Inc.A B       10,251           193,641
CorVel Corp.A       834           69,239
Cross Country Healthcare, Inc.A       62,310           398,161
InfuSystem Holdings, Inc.A       3,595           52,307
National HealthCare Corp.       1,048           66,758
National Research Corp.       9,217           516,152
RadNet, Inc.A       2,641           38,083
Viemed Healthcare, Inc.A       7,139           77,601
           

 

 

 
              1,411,942
           

 

 

 
           
Health Care Technology - 1.49%            
Computer Programs & Systems, Inc.       6,463           176,828
HealthStream, Inc.A       4,788           99,184
iCAD, Inc.A       7,527           81,517
Simulations Plus, Inc.       11,092           660,861
           

 

 

 
              1,018,390
           

 

 

 
           
Life Sciences Tools & Services - 0.36%            
Champions Oncology, Inc.A       3,023           25,030
ChromaDex Corp.A B       44,341           219,488
           

 

 

 
              244,518
           

 

 

 
           
Pharmaceuticals - 2.52%            
BioDelivery Sciences International, Inc.A       94,316           368,775
Corcept Therapeutics, Inc.A       51,978           660,121
Harrow Health, Inc.       13,512           93,098
SIGA Technologies, Inc.A       87,264           606,485
           

 

 

 
              1,728,479
           

 

 

 
           

Total Health Care

              11,007,917
           

 

 

 
           
Industrials - 15.24%            
Aerospace & Defense - 0.48%            
Moog, Inc., Class A       5,513           332,379
           

 

 

 
           
Air Freight & Logistics - 0.15%            
Radiant Logistics, Inc.A       19,179           101,265
           

 

 

 
           

 

See accompanying notes

 

18


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Industrials - 15.24% (continued)            
Building Products - 0.46%            
CSW Industrials, Inc.       4,361         $ 315,082
           

 

 

 
           
Commercial Services & Supplies - 3.63%            
CompX International, Inc.       2,314           31,702
Deluxe Corp.       17,461           495,892
Ennis, Inc.       37,388           685,322
Kimball International, Inc., Class B       32,953           369,403
McGrath RentCorp       11,988           795,524
VSE Corp.       3,870           112,346
           

 

 

 
              2,490,189
           

 

 

 
           
Construction & Engineering - 2.43%            
Aegion Corp.A       8,458           136,893
IES Holdings, Inc.A       3,657           105,431
MasTec, Inc.A       12,536           579,289
MYR Group, Inc.A       6,387           247,879
Primoris Services Corp.       31,246           595,549
           

 

 

 
              1,665,041
           

 

 

 
           
Electrical Equipment - 0.03%            
LSI Industries, Inc.       3,328           22,830
           

 

 

 
           
Machinery - 3.58%            
Astec Industries, Inc.       5,542           292,174
Columbus McKinnon Corp.       964           35,066
Eastern Co.       3,947           86,439
Franklin Electric Co., Inc.       13,513           802,132
Gencor Industries, Inc.A       3,314           41,790
Gorman-Rupp Co.       35           1,118
Hurco Cos., Inc.       2,926           82,747
Miller Industries, Inc.       9,779           306,767
Mueller Industries, Inc.       14,101           418,800
Omega Flex, Inc.       2,300           303,002
Park-Ohio Holdings Corp.       5,537           87,595
           

 

 

 
              2,457,630
           

 

 

 
           
Professional Services - 2.23%            
CRA International, Inc.       3,211           136,500
Franklin Covey Co.A       8,555           168,876
Kelly Services, Inc., Class A       4,814           91,418
Kforce, Inc.       12,459           427,842
Mastech Digital, Inc.A       1,088           20,128
Resources Connection, Inc.       24,396           299,827
TrueBlue, Inc.A       22,870           386,960
           

 

 

 
              1,531,551
           

 

 

 
           
Road & Rail - 0.16%            
Universal Logistics Holdings, Inc.       4,949           106,404
           

 

 

 
           
Trading Companies & Distributors - 2.09%            
Lawson Products, Inc.A       3,247           116,567
Rush Enterprises, Inc., Class A       14,101           681,360
Systemax, Inc.       23,674           525,326
Transcat, Inc.A       2,336           68,702
Willis Lease Finance Corp.A       1,863           39,831
           

 

 

 
              1,431,786
           

 

 

 
           

Total Industrials

              10,454,157
           

 

 

 
           

 

See accompanying notes

 

19


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Information Technology - 15.24%            
Communications Equipment - 0.63%            
Calix, Inc.A       9,231         $ 179,543
DZX, Inc.       22,932           238,952
TESSCO Technologies, Inc.       2,595           16,011
           

 

 

 
           
              434,506
           

 

 

 
           
Electronic Equipment, Instruments & Components - 3.36%            
Daktronics, Inc.       15,894           70,251
Insight Enterprises, Inc.A       15,576           931,523
Kimball Electronics, Inc.A       9,097           122,673
OSI Systems, Inc.A       10,194           802,778
PC Connection, Inc.       5,197           230,175
ScanSource, Inc.A       5,818           143,646
Vishay Precision Group, Inc.A       13           324
           

 

 

 
              2,301,370
           

 

 

 
           
IT Services - 2.46%            
Brightcove, Inc.A       39,222           436,148
Hackett Group, Inc.       9,941           125,356
Information Services Group, Inc.A       15,394           31,635
PRGX Global, Inc.A       5,361           29,593
Sykes Enterprises, Inc.A       32,061           1,061,379
           

 

 

 
              1,684,111
           

 

 

 
           
Semiconductors & Semiconductor Equipment - 0.04%            
GSI Technology, Inc.A       4,501           28,626
           

 

 

 
           
Software - 8.20%            
A10 Networks, Inc.A       64,377           550,423
Alarm.com Holdings, Inc.A       7,118           426,155
American Software, Inc., Class A       4,962           70,262
Appfolio, Inc., Class AA       1,525           256,246
Box, Inc., Class AA       33,217           652,050
ChannelAdvisor Corp.A       19,762           332,397
CommVault Systems, Inc.A       16,216           701,018
Mitek Systems, Inc.A       41,445           525,937
MobileIron, Inc.A       39,978           261,056
QAD, Inc., Class A       7,831           356,154
Rimini Street, Inc.A       69,101           302,662
Rosetta Stone, Inc.A       15,988           485,715
ShotSpotter, Inc.A       6,383           191,235
Smith Micro Software, Inc.A       18,425           70,752
Tenable Holdings, Inc.A       11,806           444,378
           

 

 

 
              5,626,440
           

 

 

 
           
Technology Hardware, Storage & Peripherals - 0.55%            
AstroNova, Inc.       4,189           28,695
Avid Technology, Inc.A       43,386           351,426
           

 

 

 
              380,121
           

 

 

 
           

Total Information Technology

              10,455,174
           

 

 

 
           
Materials - 4.66%            
Chemicals - 3.63%            
Chase Corp.       2,023           197,384
Hawkins, Inc.       5,862           294,390
Innospec, Inc.       11,527           860,951

 

See accompanying notes

 

20


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Materials - 4.66% (continued)            
Chemicals - 3.63% (continued)            
Kronos Worldwide, Inc.       46,571         $ 581,672
Tredegar Corp.       32,970           558,182
           

 

 

 
              2,492,579
           

 

 

 
           
Construction Materials - 0.32%            
United States Lime & Minerals, Inc.       2,417           222,678
           

 

 

 
           
Containers & Packaging - 0.61%            
UFP Technologies, Inc.A       10,147           418,158
           

 

 

 
           
Paper & Forest Products - 0.10%            
Boise Cascade Co.       1,446           66,227
           

 

 

 

Total Materials

              3,199,642
           

 

 

 
           
Real Estate - 9.22%            
Equity Real Estate Investment Trusts (REITs) - 6.47%            
Alexander’s, Inc.       1,461           372,657
BRT Apartments Corp.       5,737           76,589
CIM Commercial Trust Corp.       6,691           69,118
Clipper Realty, Inc.       12,326           82,214
Franklin Street Properties Corp.       34,480           152,746
Getty Realty Corp.       27,305           799,764
Gladstone Land Corp.       12,233           192,548
Industrial Logistics Properties Trust       17,646           380,624
Monmouth Real Estate Investment Corp.       43,809           635,669
Office Properties Income Trust       9,823           234,180
One Liberty Properties, Inc.       14,237           272,781
PotlatchDeltic Corp.       6,820           313,993
PS Business Parks, Inc.       6,240           787,488
Universal Health Realty Income Trust       1,030           68,722
           

 

 

 
              4,439,093
           

 

 

 
           
Real Estate Management & Development - 2.75%            
CTO Realty Growth, Inc.       752           31,712
eXp World Holdings, Inc.A       7,087           315,230
Forestar Group, Inc.A       5,659           100,561
Kennedy-Wilson Holdings, Inc.       52,756           753,883
Marcus & Millichap, Inc.A       14,581           411,330
Maui Land & Pineapple Co., Inc.A       3,873           45,159
RMR Group, Inc., Class A       4,183           118,044
St Joe Co.A       4,619           107,207
Stratus Properties, Inc.A       194           3,802
           

 

 

 
              1,886,928
           

 

 

 
           

Total Real Estate

              6,326,021
           

 

 

 
           
Utilities - 0.93%            
Electric Utilities - 0.04%            
Otter Tail Corp.       703           27,312
           

 

 

 
           
Gas Utilities - 0.03%            
RGC Resources, Inc.       937           21,851
           

 

 

 
           
Independent Power & Renewable Electricity Producers - 0.19%            
Atlantic Power Corp.A B       63,360           131,156
           

 

 

 
           

 

See accompanying notes

 

21


American Beacon Zebra Small Cap Equity FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 98.39% (continued)            
Utilities - 0.93% (continued)            
Water Utilities - 0.67%            
Artesian Resources Corp., Class A       8,383         $ 294,998
Pure Cycle Corp.A       6,545           63,879
York Water Co.       2,135           97,377
           

 

 

 
              456,254
           

 

 

 
           

Total Utilities

              636,573
           

 

 

 
           

Total Common Stocks (Cost $70,608,636)

              67,494,899
           

 

 

 
           
SHORT-TERM INVESTMENTS - 1.93% (Cost $1,323,905)            
Investment Companies - 1.93%            

American Beacon U.S. Government Money Market Select Fund, 0.01%C D

      1,323,905           1,323,905
           

 

 

 
           
SECURITIES LENDING COLLATERAL - 0.35% (Cost $241,564)            
Investment Companies - 0.35%            

American Beacon U.S. Government Money Market Select Fund, 0.01%C D

      241,564           241,564
           

 

 

 
           

TOTAL INVESTMENTS - 100.67% (Cost $72,174,105)

              69,060,368

LIABILITIES, NET OF OTHER ASSETS - (0.67%)

              (459,978 )
           

 

 

 

TOTAL NET ASSETS - 100.00%

            $ 68,600,390
           

 

 

 
             
Percentages are stated as a percent of net assets.                  

A Non-income producing security.

B All or a portion of this security is on loan, collateralized by either cash and/or U.S. Treasuries, at August 31, 2020 (Note 8).

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

D 7-day yield.

 

Long Futures Contracts Open on August 31, 2020:

 

Equity Futures Contracts  
Description      Number of
Contracts
     Expiration
Date
     Notional
Amount
     Contract
Value
       Unrealized
Appreciation
(Depreciation)
 
Russell 2000 E-Mini Index Futures      17      September 2020      $1,323,802      $ 1,327,105        $ 3,303  
              

 

    

 

 

      

 

 

 
     $1,323,802      $ 1,327,105        $ 3,303  
              

 

    

 

 

      

 

 

 

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of August 31, 2020, the investments were classified as described below:

 

Zebra Small Cap Equity Fund

  Level 1           Level 2           Level 3           Total  

Assets

 

Common Stocks

  $ 67,494,899       $       $       $ 67,494,899  

Short-Term Investments

    1,323,905                         1,323,905  

Securities Lending Collateral

    241,564                         241,564  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Investments in Securities – Assets

  $ 69,060,368       $       $       $ 69,060,368  
 

 

 

     

 

 

     

 

 

     

 

 

 

Financial Derivative Instruments – Assets

 

Futures Contracts

  $ 3,303       $       $       $ 3,303  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Financial Derivative Instruments – Assets

  $ 3,303       $       $       $ 3,303  
 

 

 

     

 

 

     

 

 

     

 

 

 

U.S. GAAP requires transfers between all levels to/from level 3 be disclosed. During the year ended August 31, 2020, there were no transfers into or out of Level 3.

 

See accompanying notes

 

22


American Beacon FundsSM

Statements of Assets and Liabilities

August 31, 2020

 

 

    The London
Company Income
Equity Fund
          Zebra Small Cap
Equity Fund
 

Assets:

 

Investments in unaffiliated securities, at fair value§

  $ 1,234,797,135       $ 67,494,899  

Investments in affiliated securities, at fair value

    75,939,009         1,565,469  

Cash collateral held at broker for futures contracts

    6,057,000         94,000  

Dividends and interest receivable

    2,928,908         52,032  

Receivable for investments sold

    -         11,736,575  

Receivable for fund shares sold

    5,750,752         68,092  

Receivable for tax reclaims

    110,114         -  

Receivable for expense reimbursement (Note 2)

    2         17,411  

Receivable for variation margin on open futures contracts (Note 5)

    5,393,628         3,343  

Prepaid expenses

    73,116         36,791  
 

 

 

     

 

 

 

Total assets

    1,331,049,664         81,068,612  
 

 

 

     

 

 

 

Liabilities:

 

Payable for investments purchased

    -         11,817,142  

Payable for fund shares redeemed

    3,898,671         256,602  

Cash due to broker for futures contracts

    5,513,803         12,884  

Cash due to custodian

    -         14,179  

Management and sub-advisory fees payable (Note 2)

    738,201         54,367  

Service fees payable (Note 2)

    114,541         5,323  

Transfer agent fees payable (Note 2)

    67,817         4,444  

Payable upon return of securities loaned (Note 9)§

    -         241,564  

Custody and fund accounting fees payable

    23,684         6,517  

Professional fees payable

    50,411         47,707  

Payable for prospectus and shareholder reports

    31,186         6,200  

Other liabilities

    43,344         1,293  
 

 

 

     

 

 

 

Total liabilities

    10,481,658         12,468,222  
 

 

 

     

 

 

 

Net assets

  $ 1,320,568,006       $ 68,600,390  
 

 

 

     

 

 

 

Analysis of net assets:

 

Paid-in-capital

  $ 955,580,986       $ 75,211,076  

Total distributable earnings (deficits)A

    364,987,020         (6,610,686
 

 

 

     

 

 

 

Net assets

  $ 1,320,568,006       $ 68,600,390  
 

 

 

     

 

 

 

 

See accompanying notes

 

23


American Beacon FundsSM

Statements of Assets and Liabilities

August 31, 2020

 

 

    The London
Company Income
Equity Fund
          Zebra Small Cap
Equity Fund
 

Shares outstanding at no par value (unlimited shares authorized):

 

R5 ClassB

    16,084,952         1,374,912  
 

 

 

     

 

 

 

Y Class

    41,166,961         2,547,316  
 

 

 

     

 

 

 

Investor Class

    2,199,161         863,086  
 

 

 

     

 

 

 

A Class

    4,886,376         87,494  
 

 

 

     

 

 

 

C Class

    5,064,375         118,648  
 

 

 

     

 

 

 

R6 ClassC

    5,266         N/A  
 

 

 

     

 

 

 

Net assets:

 

R5 ClassB

  $ 307,794,240       $ 18,929,000  
 

 

 

     

 

 

 

Y Class

  $ 783,186,967       $ 35,283,932  
 

 

 

     

 

 

 

Investor Class

  $ 41,904,048       $ 11,690,371  
 

 

 

     

 

 

 

A Class

  $ 92,490,860       $ 1,187,137  
 

 

 

     

 

 

 

C Class

  $ 95,091,128       $ 1,509,950  
 

 

 

     

 

 

 

R6 ClassC

  $ 100,763       $ N/A  
 

 

 

     

 

 

 

Net asset value, offering and redemption price per share:

 

R5 ClassB

  $ 19.14       $ 13.77  
 

 

 

     

 

 

 

Y Class

  $ 19.02       $ 13.85  
 

 

 

     

 

 

 

Investor Class

  $ 19.05       $ 13.54  
 

 

 

     

 

 

 

A Class

  $ 18.93       $ 13.57  
 

 

 

     

 

 

 

A Class (offering price)

  $ 20.08       $ 14.40  
 

 

 

     

 

 

 

C Class

  $ 18.78       $ 12.73  
 

 

 

     

 

 

 

R6 ClassC

  $ 19.13       $ N/A  
 

 

 

     

 

 

 

Cost of investments in unaffiliated securities

  $ 878,983,117       $ 70,608,636  

Cost of investments in affiliated securities

  $ 75,939,009       $ 1,565,469  

§ Fair value of securities on loan

  $ 5,502,672       $ 665,279  
A The Fund’s investments in affiliated securities did not have unrealized appreciation (depreciation) at year end.

 

 
B Formerly known as Institutional Class.

 

 
C The R6 Class became effective on August 25, 2020 and commenced operations on August 26, 2020 in The London Company Income Equity Fund (Note 1).

 

 

See accompanying notes

 

24


American Beacon FundsSM

Statements of Operations

For the year ended August 31, 2020

 

 

    The London
Company Income
Equity Fund
          Zebra Small Cap
Equity Fund
 

Investment income:

 

Dividend income from unaffiliated securities (net of foreign taxes)

  $ 30,641,824       $ 1,302,317  

Dividend income from affiliated securities (Note 2)

    470,382         14,634  

Interest income

    37,166         76  

Income derived from securities lending (Note 9)

    13,467         9,986  
 

 

 

     

 

 

 

Total investment income

    31,162,839         1,327,013  
 

 

 

     

 

 

 

Expenses:

 

Management and sub-advisory fees (Note 2)

    7,462,612         693,543  

Transfer agent fees:

     

R5 Class (Note 2)A

    66,798         4,324  

Y Class (Note 2)

    631,252         42,423  

Investor Class

    2,780         2,007  

A Class

    3,013         318  

C Class

    7,027         766  

R6 ClassB

    1         -  

Custody and fund accounting fees

    138,015         40,357  

Professional fees

    111,618         55,069  

Registration fees and expenses

    108,025         66,380  

Service fees (Note 2):

     

Investor Class

    95,325         53,368  

A Class

    44,519         1,052  

C Class

    103,906         2,032  

Distribution fees (Note 2):

     

A Class

    155,547         4,926  

C Class

    1,213,055         21,312  

Prospectus and shareholder report expenses

    82,238         20,475  

Trustee fees (Note 2)

    95,600         6,383  

Other expenses

    150,026         12,335  
 

 

 

     

 

 

 

Total expenses

    10,471,357         1,027,070  
 

 

 

     

 

 

 

Net fees waived and expenses (reimbursed) (Note 2)

    (2       (216,267
 

 

 

     

 

 

 

Net expenses

    10,471,355         810,803  
 

 

 

     

 

 

 

Net investment income

    20,691,484         516,210  
 

 

 

     

 

 

 

Realized and unrealized gain (loss) from investments:

 

Net realized gain (loss) from:

     

Investments in unaffiliated securitiesC

    2,015,848         (2,375,816

Futures contracts

    13,553,927         (221,161

Change in net unrealized appreciation (depreciation) of:

     

Investments in unaffiliated securitiesD

    118,963,582         (273,502

Futures contracts

    4,973,368         20,842  
 

 

 

     

 

 

 

Net gain (loss) from investments

    139,506,725         (2,849,637
 

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

  $ 160,198,209       $ (2,333,427
 

 

 

     

 

 

 

Foreign taxes

  $ 264,140       $ -  

A Formerly known as Institutional Class.

     

B The R6 Class became effective on August 25, 2020 and commenced operations on August 26, 2020 in The London Company Income Equity Fund (Note 1).

 

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

 

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

 

 

See accompanying notes

 

25


American Beacon FundsSM

Statements of Changes in Net Assets

 

 

    The London Company Income Equity
Fund
          Zebra Small Cap Equity Fund  
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
          Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Increase (decrease) in net assets:

 

Operations:

 

Net investment income

  $ 20,691,484       $ 19,583,835       $ 516,210       $ 529,705  

Net realized gain (loss) from investments in unaffiliated securities and futures contracts

    15,569,775         64,773,149         (2,596,977       (1,069,693

Change in net unrealized appreciation (depreciation) of investments in unaffiliated securities and futures contracts

    123,936,950         (35,055,067       (252,660       (10,651,081
 

 

 

     

 

 

     

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

    160,198,209         49,301,917         (2,333,427       (11,191,069
 

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to shareholders:

 

Total retained earnings:

             

R5 ClassA

    (18,717,129       (8,464,738       (117,316       (1,075,441

Y Class

    (58,089,151       (21,511,810       (222,655       (3,866,854

Investor Class

    (2,076,499       (857,390       (55,339       (847,910

A Class

    (5,017,368       (1,935,522       (8,941       (345,372

C Class

    (9,593,710       (3,493,331       -         (277,583
 

 

 

     

 

 

     

 

 

     

 

 

 

Net distributions to shareholders

    (93,493,857       (36,262,791       (404,251       (6,413,160
 

 

 

     

 

 

     

 

 

     

 

 

 

Capital share transactions (Note 11):

 

Proceeds from sales of shares

    450,264,962         287,772,196         28,960,578         53,661,919  

Reinvestment of dividends and distributions

    58,392,218         21,003,121         325,552         6,373,935  

Cost of shares redeemed

    (369,772,519       (240,716,133       (41,063,368       (37,619,306
 

 

 

     

 

 

     

 

 

     

 

 

 

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

    138,884,661         68,059,184         (11,777,238       22,416,548  
 

 

 

     

 

 

     

 

 

     

 

 

 

Net increase (decrease) in net assets

    205,589,013         81,098,310         (14,514,916       4,812,319  
 

 

 

     

 

 

     

 

 

     

 

 

 

Net assets:

 

Beginning of period

    1,114,978,993         1,033,880,683         83,115,306         78,302,987  
 

 

 

     

 

 

     

 

 

     

 

 

 

End of period

  $ 1,320,568,006       $ 1,114,978,993       $ 68,600,390       $ 83,115,306  
 

 

 

     

 

 

     

 

 

     

 

 

 
A Formerly known as Institutional Class.

 

 

See accompanying notes

 

26


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Funds, each a series within the Trust, are registered under the Investment Company Act of 1940, as amended (the “Act”), as diversified, open-end management investment companies. As of August 31, 2020, the Trust consists of twenty-seven active series, two of which are presented in this filing: American Beacon The London Company Income Equity Fund and American Beacon Zebra Small Cap Equity Fund (collectively, the “Funds” and each individually a “Fund”). The remaining twenty-five active series are reported in separate filings.

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.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, which provides optional expedients and exceptions for contracts, hedging relationships and other transactions affected by the transitioning away from the London Interbank Offered Rate (LIBOR) and other reference rates that are expected to be discontinued. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. At this time, management is evaluating the implications of these changes on the financial statements.

Class Disclosure

Prior to February 28, 2020, the R5 Class was known as the Institutional Class.

On August 25, 2020, The London Company Income Equity Fund created the R6 Class, a new class made available for sale to provide third party intermediaries an investment option for the large 401(K) plans that does not charge 12b-1 or sub-transfer agency fees pursuant to the Fund’s registration statement filed with the United States Securities and Exchange Commission (“SEC”).

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors. The following table sets forth the differences amongst the classes:

 

Class

  

Eligible Investors

   Minimum Initial
Investments
 
R5 Class    Large institutional investors - sold directly or through intermediary channels.    $ 250,000  
Y Class    Large institutional retirement plan investors - sold directly or through intermediary channels.    $ 100,000  
Investor Class    All investors using intermediary organizations, such as broker-dealers or retirement plan sponsors.    $ 2,500  
A Class    All investors who invest through intermediary organizations, such as broker-dealers or third party administrator. Retail investors who invest directly through a financial intermediary such as a broker, bank, or registered investment advisor which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”).    $ 2,500  

 

 

27


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Class

  

Eligible Investors

   Minimum Initial
Investments
 
C Class    Retail investors who invest directly through a financial intermediary such as a broker or through employee directed benefit plans with applicable sales charges which may include CDSC.    $ 1,000  
R6 Class    Large institutional retirement plan investors - sold through retirement plan sponsors.      None  

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class based on the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include service, distribution, transfer agent fees, and sub-transfer agent fees that vary amongst the classes as described more fully in Note 2.

Significant Accounting Policies

The following is a summary of significant accounting policies, consistently followed by the Funds in preparation of the financial statements. The Funds are considered investment companies and accordingly, follow 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 Funds. 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.

Distributions to Shareholders

The London Company Income Equity Fund distributes most or all of its net earning and realized gains, if any, each taxable year in the form of dividends from net investment income on a monthly basis and distributions of realized net capital gains and net gains or losses from foreign currency transactions on an annual basis. The Zebra Small Cap Equity Fund distributes most or all of its net earning 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 or losses from foreign currency transactions on an annual basis. The Funds do not have a fixed dividend rate and do not guarantee that they will pay any distributions in any particular year. Dividends to shareholders are determined in accordance with federal income tax regulation, 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 Funds may designate earning and profits distributed to shareholders on the redemption of shares.

Commission Recapture

The Funds have established brokerage commission recapture arrangements with certain brokers or dealers. If the Funds’ investment advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Funds. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Funds. This amount is reported with the net realized gain (loss) in the Funds’ Statements of Operations, if applicable.

 

 

28


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Allocation of Income, Trust Expenses, Gains, and Losses

Investment income, realized and unrealized gains and losses from investments of the Funds are allocated daily to each class of shares based upon the relative proportion of net assets of each class to the total net assets of the Funds. Expenses directly charged or attributable to the Fund will be paid from the assets of the Fund. Generally, expenses of the Trust will be allocated among and charged to the assets of the Funds on a basis that the Trust’s Board of Trustees (the “Board”) deems fair and equitable, which may be based on the relative net assets of the Funds or nature of the services performed and relative applicability to the Funds.

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 Funds and the Manager are parties to a Management Agreement that obligates the Manager to provide the Funds with investment advisory and administrative services. As compensation for performing the duties under the Management Agreement, the Manager will receive an annualized management fee based on a percentage of the Funds’ average daily net assets that is calculated and accrued daily according to the following schedule:

 

First $5 billion

     0.35

Next $5 billion

     0.325

Next $10 billion

     0.30

Over $20 billion

     0.275

The Trust, on behalf of the Funds, and the Manager have entered into an Investment Advisory Agreement with the following Sub-Advisors pursuant to which each Fund has agreed to pay an annualized sub-advisory fee that is calculated and accrued daily based on the Funds’ average daily net assets according to the following schedules:

The London Company of Virginia, LLC

 

First $25 million

     0.40

Next $225 million

     0.35

Over $250 million

     0.30

Zebra Capital Management, LLC

 

First $350 million

     0.55

Next $400 million

     0.50

Over $750 million

     0.45

 

 

29


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

The Management and Sub-Advisory Fees paid by the Funds for the year ended August 31, 2020 were as follows:

The London Company Income Equity Fund

 

    Effective Fee Rate           Amount of Fees Paid  

Management Fees

    0.35     $ 3,974,736  

Sub-Advisor Fees

    0.31       3,487,876  
 

 

 

     

 

 

 

Total

    0.66     $ 7,462,612  
 

 

 

     

 

 

 

Zebra Small Cap Equity Fund

 

    Effective Fee Rate           Amount of Fees Paid  

Management Fees

    0.35     $ 272,979  

Sub-Advisor Fees

    0.54       420,564  
 

 

 

     

 

 

 

Total

    0.89     $ 693,543  
 

 

 

     

 

 

 

As compensation for services provided by the Manager in connection with securities lending activities conducted by the Funds, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee of 10% of the net monthly interest income (the gross interest income earned by the investment of cash collateral, less the amount paid to borrowers and related expenses) from such activities and, with respect to loan fees paid by borrowers, a fee of 10% of such loan fees. Securities lending income is generated from the demand premium (if any) paid by the borrower to borrow a specific security and from the return on investment of cash collateral, reduced by negotiated rebate fees paid to the borrower and transaction costs. To the extent that a loan is secured by non-cash collateral, securities lending income is generated as a demand premium reduced by transaction costs. These fees are included in “Income derived from securities lending” and “Management and investment advisory fees” on the Statements of Operations. During the year ended August 31, 2020, the Manager received securities lending fees of $1,730 and $1,129 for the securities lending activities of The London Company Income Equity Fund and Zebra Small Cap Equity Fund, respectively.

Distribution Plans

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the A and C Classes of the Funds. Under the Distribution Plans, as compensation for distribution and shareholder servicing assistance, the Fund’s Distributor, Resolute Investment Distributors, Inc. (“RID” or “Distributor”), receives an annual fee of 0.25% of the average daily net assets of the A Class and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Distributor for distribution assistance.

For all other share classes, the Funds have utilized a “defensive” distribution plan (the “Plan”) pursuant to which no separate fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the use of management fees received by the Manager and/or the investment advisors hired by the Manager for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly for the distribution of Fund shares from these fees.

Service Plans

The Investor, A and C Classes have each adopted a Service Plan (collectively, the “Plans”). The Plans authorize the payment to the Manager an annual fee up to 0.375% of the average daily net assets of the Investor Class, up to 0.25% of the average daily net assets of the A Class and up to 0.25% of the average daily net assets of the C Class. In addition, the Funds may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and R5 Class. The Manager or other approved entities

 

 

30


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

may spend such amounts on any activities or expenses primarily intended to result in or relate to the servicing of A Class, C Class, Y Class, R5 Class and Investor Class including, but not limited to, payment of shareholder service fees and transfer agency or sub-transfer agency expenses. The fees will be payable monthly in arrears. The primary expenses expected to be incurred under the Plans are shareholder servicing, record keeping fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the R5 and Y Classes of the Funds and has agreed to compensate the intermediaries for providing these services. Intermediaries transact with the Funds primarily through the use of omnibus accounts on behalf of their customers who hold positions in the Funds. Certain services would have been provided by the Funds’ transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Funds’ transfer agent. Accordingly, the Funds, pursuant to Board approval, have agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the R5 and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the R5 and Y Classes on an annual basis. During the year ended August 31, 2020, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statements of Operations, were as follows:

 

Fund

   Sub-Transfer Agent Fees  

The London Company Income Equity

   $ 658,697  

Zebra Small Cap Equity

     41,507  

As of August 31, 2020, the Funds owed the Manager the following reimbursement of sub-transfer agent fees, as reflected in “Transfer agent fees payable” on the Statements of Assets and Liabilities:

 

Fund

   Reimbursement Sub-Transfer
Agent Fees
 

The London Company Income Equity

   $ 61,272  

Zebra Small Cap Equity

     3,357  

Investments in Affiliated Funds

The Funds may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). Cash collateral received by the Funds in connection with securities lending may also be invested in the USG Select Fund. The Funds listed below held the following shares with an August 31, 2020 fair value and dividend income earned from the investment in the USG Select Fund.

 

Affiliated Security

  Type of
Transaction
  Fund   August 31,
2020
Shares/
Principal
    Change in
Unrealized
Gain (Loss)
    Realized
Gain (Loss)
    Dividend
Income
    August 31,
2020
Fair Value
 

U.S. Government Money Market Select Fund

  Direct   The London Company
Income Equity
  $ 75,939,009     $ -     $ -     $ 470,382     $ 75,939,009  

U.S. Government Money Market Select Fund

  Direct   Zebra Small Cap
Equity
    1,323,905       -       -       14,634       1,323,905  

U.S. Government Money Market Select Fund

  Securities
Lending
  Zebra Small Cap
Equity
    241,564       -       -       -       241,564  

The Funds 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

 

 

31


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

August 31, 2020, the Manager earned fees on the Funds’ 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  

The London Company Income Equity

   $ 58,107      $ 749      $ 58,856  

Zebra Small Cap Equity

     1,274        402        1,676  

Interfund Credit Facility

Pursuant to an exemptive order issued by the SEC, the Funds, 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 a fund. When a 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 August 31, 2020, the Zebra Small Cap Equity Fund borrowed on average $1,230,603 for 9 days at an average interest rate of 1.74% with interest charges of $369. The interest charges are recorded as “Other expenses” in the Statements of Operations. During the year ended August 31, 2020, The London Company Income Equity Fund did not utilize the credit facility.

Expense Reimbursement Plan

The Manager contractually agreed to reduce fees and/or reimburse expenses for the classes of the Funds to the extent that total operating expenses exceed the Funds’ expense cap. During the year ended August 31, 2020, the Manager waived and/or reimbursed expenses as follows:

 

         Expense Cap                   Expiration of
Reimbursed
Expenses
 

Fund

   Class   9/1/2019 -
8/31/2020
    Reimbursed
Expenses
     (Recouped)
Expenses
 

The London Company Income Equity

   R6     0.71   $ 2      $        2022-2023  

Zebra Small Cap Equity

   R5*     0.89     61,285               2022-2023  

Zebra Small Cap Equity

   Y     0.99     105,570               2022-2023  

Zebra Small Cap Equity

   Investor     1.27     40,825               2022-2023  

Zebra Small Cap Equity

   A     1.29     3,463               2022-2023  

Zebra Small Cap Equity

   C     2.04     5,124               2022-2023  

* Formerly Institutional Class

Of these amounts, $2 and $17,411 were disclosed as a receivable from the Manager on the Statements of Assets and Liabilities at August 31, 2020 for The London Company Income Equity Fund and the Zebra Small Cap Equity Fund, respectively.

The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of such fee or voluntary reductions and expense reimbursements. Under the policy, the Manager can be reimbursed by the Funds for any contractual or voluntary fee reductions or expense reimbursements if reimbursement to the Manager (a) occurs within three years from the date of the Manager’s waiver/reimbursement and (b) does not cause the Funds’ annual operating expenses to exceed the lesser of the contractual percentage limit in effect at

 

 

32


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

the time of the waiver/reimbursement or time of recoupment. The reimbursed expenses listed above will expire in 2022 and 2023. The Funds did not record a liability for potential reimbursements due to the current assessment that reimbursements are uncertain. The carryover of excess expenses potentially reimbursable to the Manager, but not recorded as a liability are as follows:

 

Fund

   Recouped
Expenses
     Excess Expense
Carryover
     Expired
Expense
Carryover
     Expiration of
Reimbursed
Expenses
 

Zebra Small Cap Equity

   $      $      $ 144,028        2019-2020  

Zebra Small Cap Equity

            166,144               2020-2021  

Zebra Small Cap Equity

            190,897               2021-2022  

Sales Commissions

The Funds’ Distributor, Resolute Investment Distributors, Inc. (“RID” or “Distributor”), may receive a portion of Class A sales charges from broker dealers which may be used to offset distribution related expenses. During the year ended August 31, 2020, RID collected $6,617 for The London Company Income Equity Fund from the sale of Class A Shares. There were no Class A sales charges collected by RID for the Zebra Small Cap Equity Fund.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Funds’ Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the year ended August 31, 2020, CDSC fees of $3 were collected for the Class A Shares of The London Company Income Equity Fund. There were no CDSC fees collected for the Class A Shares of the Zebra Small Cap Equity Fund.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Funds’ Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the year ended August 31, 2020, CDSC fees of $7,362 and $990 were collected for the Class C Shares of The London Company Income Equity Fund and Zebra Small Cap Equity Fund, respectively.

Trustee Fees and Expenses

Effective January 1, 2020, as compensation for their service to the American Beacon Funds Complex, including the Trust (collectively, the “Trusts”), each Trustee is compensated from the Trusts as follows: (1) an annual retainer of $120,000; (2) meeting attendance fee (for attendance in person or via teleconference) of (a) $12,000 for in person attendance, or $5,000 for telephonic attendance, by Board members for each regularly scheduled or special Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, (c) $1,500 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. 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 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 $15,000.

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.

 

 

33


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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.

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.

Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by 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 its 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 Board, 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 Valuation Committee, established by the Board, 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

 

 

34


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ 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 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.

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.

4. Securities and Other Investments

American Depositary Receipts

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers, and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in the Funds’ 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 Funds 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 Funds to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security.

 

 

35


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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.

Other Investment Company Securities and Other Exchange-Traded Products

The Funds 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 Funds may invest in securities of an investment company advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Funds become a shareholder of that investment company. As a result, the Funds’ shareholders indirectly will bear the Funds’ proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses the Funds’ shareholders directly bear in connection with the Funds’ 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 Funds in their Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year.

5. Financial Derivative Instruments

The Funds may utilize derivative instruments to gain market exposure on cash balances or reduce market exposure in anticipation of liquidity needs. When considering the Funds’ use of derivatives, it is important to note that the Funds do not use derivatives for the purpose of creating financial leverage.

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities or that the counterparty will fail to perform its obligations.

 

 

36


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Funds usually reflects this amount on the Schedules of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as cash deposited with broker on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

During the year ended August 31, 2020, the Funds entered into futures contracts primarily for exposing cash to markets.

The Funds’ 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 August 31, 2020  

The London Company Income Equity

    389  

Zebra Small Cap Equity

    19  

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

The London Company Income Equity Fund

 

Fair values of financial instruments on the Statements of Assets and Liabilities as of August 31, 2020:

 

    Derivatives not accounted for as hedging instruments  

 

 

 

Assets:

  Credit contracts       Foreign exchange
contracts
      Commodity
contracts
      Interest rate
contracts
      Equity contracts       Total
Receivable for variation margin from open futures contracts(2)     $         $         $         $         $ 5,392,670         $ 5,392,670

 

The effect of financial derivative instruments on the Statements of Operations as of August 31, 2020:

 

    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     $         $         $         $         $ 13,553,927         $ 13,553,927

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     $         $         $         $         $ 4,973,368         $ 4,973,368

 

 

37


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Zebra Small Cap Equity Fund

 

Fair values of financial instruments on the Statements of Assets and Liabilities as of August 31, 2020:

 

    Derivatives not accounted for as hedging instruments  

 

 

 

Assets:

  Credit contracts       Foreign exchange
contracts
      Commodity
contracts
      Interest rate
contracts
      Equity contracts       Total
Receivable for variation margin from open futures contracts(2)     $         $         $         $         $ 3,303         $ 3,303
                                           
The effect of financial derivative instruments on the Statements of Operations as of August 31, 2020:

 

    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     $         $         $         $         $ (221,161 )         $ (221,161 )

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     $         $         $         $         $ 20,842         $ 20,842

(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 Statements of Assets and Liabilities.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements 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, August 31, 2020.

The London Company Income Equity Fund

 

Offsetting of Financial and Derivative Assets as of August 31, 2020:

 

    Assets           Liabilities  
Futures Contracts(1)   $ 5,392,670       $ -  
 

 

 

     

 

 

 
Total derivative assets and liabilities in the Statement of Assets and Liabilities   $ 5,392,670       $ -  
 

 

 

     

 

 

 
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)   $ (5,392,670     $ -  
 

 

 

     

 

 

 

Zebra Small Cap Equity Fund

 

Offsetting of Financial and Derivative Assets as of August 31, 2020:

 

    Assets           Liabilities  
Futures Contracts(1)   $ 3,303       $ -  
 

 

 

     

 

 

 
Total derivative assets and liabilities in the Statement of Assets and Liabilities   $ 3,303       $ -  
 

 

 

     

 

 

 
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)   $ (3,303     $ -  
 

 

 

     

 

 

 

 

 

38


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

    Remaining Contractual Maturity of the Agreements
As of August 31, 2020
 
    Overnight and
Continuous
          <30 days           Between
30 & 90 days
          >90 days           Total  

Securities Lending Transactions

 

Common Stocks

  $ 241,564       $ -       $ -       $ -       $ 241,564  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Borrowings

  $ 241,564       $ -       $ -       $ -       $ 241,564  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Gross amount of recognized liabilities for securities lending transactions

 

  $ 241,564  
     

 

 

 

(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 Statements of Assets and Liabilities.

6.  Principal Risks

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

Credit Risk

The Funds are subject to the risk that the issuer or guarantor of a debt security, or the counterparty to a derivatives contract or a loan, may fail, or become less able, to make timely payment of interest or principal or otherwise honor its obligations or default completely. Changes in the actual or perceived creditworthiness of an issuer, or a downgrade or default affecting any of the Funds’ securities, could affect the Funds’ performance.

Derivatives Risk

Derivatives are financial instruments that have a value which depends upon, or is derived from, a reference asset, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. A Fund may use derivatives to enhance total return of its portfolio, to hedge against fluctuations in interest rates or currency exchange rates, to change the effective duration of its portfolio, to manage certain investment risks or as a substitute for the purchase or sale of the underlying currencies or securities. A Fund may also hold derivative instruments to obtain economic exposure to an issuer without directly holding its securities.

Derivatives can be highly complex and their use within a management strategy can require specialized skills. There can be no assurance that any strategy used will succeed. If a sub-advisor incorrectly forecasts stock market values, or the direction of interest rates or currency exchange rates in utilizing a specific derivatives strategy for a Fund, a Fund could lose money. In addition, leverage embedded in a derivative instrument can expose a Fund to greater risk and increase its costs. Gains or losses in the value of a derivative instrument may be magnified and be much greater than the derivative’s original cost (generally the initial margin deposit).

Dividend Risk

A Fund’s focus on dividend-paying stocks could cause a Fund to underperform funds that invest without consideration of a company’s track record of paying dividends. An issuer of stock held by a Fund may choose not to declare a dividend or the dividend rate might not remain at current levels. Dividend paying stocks might not experience the same level of earnings growth or capital appreciation as non-dividend paying stocks. In addition, stocks of companies with a history of paying dividends may not participate in a broad market advance to the same degree as most other stocks, and a sharp rise in interest rates or an economic downturn could cause a company to unexpectedly reduce or eliminate its dividend. Securities that pay dividends may be sensitive to changes in interest rates, and as interest rates rise, the prices of such securities may fall. At times, a Fund may not be able to identify dividend-paying stocks that are attractive investments. The income received by a Fund will also fluctuate due to the amount of dividends that companies elect to pay.

 

 

39


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Foreign Investing Risk

Non-U.S. investments carry potential risks not associated with U.S. investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity, (4) lack of uniform accounting, auditing and financial reporting standards, (5) increased 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.

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 Funds to additional risks that they would not be subject to if they 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 a 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 a 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).

Liquidity Risk

The Funds are susceptible to the risk that certain investments held by a Fund may have limited marketability or be subject to restrictions on sale, and may be difficult or impossible to purchase or sell at favorable times or prices. An inability to sell a portfolio position can adversely affect a Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities. The Funds could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. The Funds may be required to dispose of investments at unfavorable times or prices to satisfy obligations, which may result in losses or may be costly to the Fund. For example, a Fund may be forced to sell certain investments at unfavorable prices to meet redemption requests or other cash needs. Judgment plays a greater role in pricing illiquid investments than in investments with more active markets.

Market Risk

The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, 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. 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 high levels of volatility in domestic and foreign financial markets that has caused losses for investors and may occur again in the future. 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, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree.

 

 

40


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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.

Other Investment Companies Risk

The Funds may invest in shares of other registered investment companies, including money market funds and ETFs. To the extent that the Funds invest in shares of other registered investment companies, the Funds will indirectly bear the fees and expenses, including for example, advisory and administrative fees, charged by those investment companies in addition to the Funds’ direct fees and expenses and will be subject to the risks associated with investments in those companies. For example, the Funds’ investments in money market funds are subject to interest rate risk, credit risk, and market risk. The Funds 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 Funds’ investment may decline, adversely affecting the Funds’ performance. ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF’s shares may trade at a discount or premium to its NAV; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. An ETF that tracks an index may not precisely replicate the returns of its benchmark index. To the extent the Funds invest in other investment companies that invest in equity securities, fixed-income securities and/or foreign securities, or that track an index, the Funds are 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. ETFs have expenses associated with their operation, typically including advisory fees.

Recent Market Events Risk

An outbreak of infectious respiratory illness caused by a novel coronavirus, known as COVID-19, was first detected in China in December 2019 and has subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted, and may continue to result, in significant disruptions to business operations, widespread business closures and layoffs, travel restrictions and closed borders, prolonged quarantines and stay-at-home orders, disruption of and delays in healthcare service preparation and delivery, service and event changes, and lower consumer demand, as well as general concern and uncertainty that has negatively affected the global economy. The impact of the COVID-19 pandemic may last for an extended period of time and may result in a sustained economic downturn or recession. The U.S. Federal Reserve and the U.S. federal government have taken numerous measures to address the economic impact of the COVID-19 pandemic and stimulate the U.S. economy. The ultimate effects of these and other efforts that may be taken may not be known for some time. The Federal Reserve has spent hundreds of billions of dollars to keep credit flowing through short-term money markets and has signaled that it plans to maintain its interventions at an elevated level. Amid these ongoing efforts, concerns about the markets’ dependence on the Federal Reserve’s provision of liquidity have grown. The U.S. government has reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. A rise in protectionist trade policies, slowing global economic growth, risks associated with the United Kingdom’s departure from the European Union on January 31, 2020, commonly referred to as “Brexit,” and trade agreement negotiations during the transition period, the risks associated with ongoing trade negotiations with China, the possibility of changes to some international trade agreements, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major producers of oil could affect the economies of many nations,

 

 

41


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

including the United States, in ways that cannot necessarily be foreseen at the present time. 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.

Securities Lending Risk

A Fund may lend its portfolio securities to brokers, dealers and financial institutions to seek income. There is a risk that a borrower may default on its obligations to return loaned securities; however, a Fund’s securities lending agent indemnifies the Fund against that risk. There is a risk that the assets of a Fund’s securities lending agent may be insufficient to satisfy any contractual indemnification requirements to the Fund. Borrowers of a Fund’s securities typically provide collateral in the form of cash that is reinvested in securities. A Fund will be responsible for the risks associated with the investment of cash collateral, including any collateral invested in an affiliated money market fund. A Fund may lose money on its investment of cash collateral or may fail to earn sufficient income on its investment to meet obligations to the borrower. In addition, delays may occur in the recovery of securities from borrowers, which could interfere with a Fund’s ability to vote proxies or to settle transactions and there is the risk of possible loss of rights in the collateral should the borrower fail financially. In any case in which the loaned securities are not returned to the Fund before an ex-dividend date, the payment in lieu of the dividend that the Fund receives from the securities’ borrower would not be treated as a dividend for federal income tax purposes and thus would not qualify for treatment as “qualified dividend income”.

7.  Federal Income and Excise Taxes

It is the policy of each 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, each Fund is treated as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended August 31, 2020 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

The Funds 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.

 

 

42


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

The tax character of distributions paid were as follows:

 

    The London Company Income
Equity Fund
          Zebra Small Cap Equity Fund  
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
          Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Distributions paid from:

 

Ordinary income*

 

R5 Class**

  $ 5,368,368       $ 5,405,598       $ 117,316       $ 430,179  

Y Class

    15,315,987         13,620,124         222,655         1,546,753  

Investor Class

    540,869         508,198         55,339         333,333  

A Class

    1,241,233         1,169,266         8,941         134,292  

C Class

    1,563,441         1,698,853                 101,109  

Long-term capital gains

 

R5 Class**

    13,348,761         3,059,140                 645,262  

Y Class

    42,773,164         7,891,686                 2,320,101  

Investor Class

    1,535,630         349,192                 514,577  

A Class

    3,776,135         766,256                 211,080  

C Class

    8,030,269         1,794,478                 176,474  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions paid

  $ 93,493,857       $ 36,262,791       $ 404,251       $ 6,413,160  
 

 

 

     

 

 

     

 

 

     

 

 

 

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

**Formerly known as Institutional Class.

As of August 31, 2020, the components of distributable earnings (deficits) on a tax basis were as follows:

 

Fund

  Tax Cost           Unrealized
Appreciation
          Unrealized
(Depreciation)
          Net Unrealized
Appreciation
(Depreciation)
 
The London Company Income Equity   $ 960,390,391       $ 378,915,981       $ (28,570,228     $ 350,345,753  
Zebra Small Cap Equity     72,694,040         3,035,543         (6,669,215       (3,633,672

 

Fund

  Net Unrealized
Appreciation
(Depreciation)
          Undistributed
Ordinary
Income
          Undistributed
Long-Term
Capital Gains
          Accumulated
Capital and
Other (Losses)
          Other
Temporary
Differences
          Distributable
Earnings
 
The London Company Income Equity   $ 350,345,753       $ 3,846,051       $ 10,795,216       $ -       $ -       $ 364,987,020  
Zebra Small Cap Equity     (3,633,672       510,602         -         (3,487,616       -         (6,610,686

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 and the realization for tax purposes of unrealized gains (losses) on certain derivative instruments.

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 Statements of Assets and Liabilities.

The Funds had no permanent differences as of August 31, 2020.

Under the Regulated Investment Company Modernization Act of 2010 (“RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses.

 

 

43


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

As of August 31, 2020, the Funds had the following post RIC MOD capital loss carryforwards:

 

Fund

  Short-Term Capital Loss
Carryforwards
          Long-Term Capital Loss
Carryforwards
 
The London Company Income Equity   $       $  
Zebra Small Cap Equity     3,142,239         345,377  

8.  Investment Transactions

The aggregate cost of purchases and proceeds from sales of investments, other than short-term obligations, for the year ended August 31, 2020 were as follows:

 

Fund

  Purchases (non-U.S. Government
Securities)
          Sales (non-U.S.
Government Securities)
 
The London Company Income Equity   $ 295,048,403       $ 224,278,468  
Zebra Small Cap Equity     80,595,933         90,716,483  

A summary of the Funds’ transactions in the USG Select Fund for the year ended August 31, 2020 were as follows:

 

Fund

  Type of
Transaction
        August 31,
2019
Shares/Fair
Value
          Purchases           Sales           August 31,
2020
Shares/Fair
Value
 
The London Company Income Equity   Direct     $ 64,835,851       $ 487,116,505       $ 476,013,347       $ 75,939,009  
Zebra Small Cap Equity   Direct       2,647,579         27,996,491         29,320,165         1,323,905  
Zebra Small Cap Equity   Securities Lending       255,970         5,868,593         5,882,999         241,564  

9.  Securities Lending

The Funds may lend their 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 Funds’ Schedule of Investments and the collateral is shown on the Statements of Assets and Liabilities as a payable.

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

While securities are on loan, the Funds continue 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 Funds would be subject to on the dividend.

 

 

44


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Securities lending transactions pose certain risks to the Funds, 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 Funds could also experience delays and costs in gaining access to the collateral. The Funds bear 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 August 31, 2020, the value of outstanding securities on loan and the value of collateral were as follows:

 

Fund

  Market Value
of Securities
on Loan
          Cash
Collateral
Received
          Non-Cash
Collateral
Received
          Total
Collateral
Received
 
The London Company Income Equity   $ 5,502,672       $       $ 5,653,875       $ 5,653,875  
Zebra Small Cap Equity     665,279         241,564         449,714         691,278  

Cash collateral is listed on the Funds’ Schedules of Investments and is shown on the Statements of Assets and Liabilities. Income earned on these investments is included in “Income derived from securities lending” on the Statements of Operations.

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

10.  Borrowing Arrangements

Effective November 14, 2019 (the “Effective Date”), the Funds, along with certain other funds managed by the Manager (“Participating Funds”), entered into 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 $250 million with interest at a rate equal to the higher of (a) one-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.25% per annum or (b) the Federal Funds rate plus 1.25% per annum on amounts borrowed. Each of the Participating Funds paid a closing fee of $100,000 on the Effective Date and a quarterly commitment fee at a rate of 0.25% per annum on the unused portion of the Committed Line amount. Effective August 6, 2020, the Committed Line was reduced from $250 million to $150 million. The Committed Line expires November 12, 2020, unless extended by the Bank or terminated by the Participating Funds in accordance with the agreement.

On the Effective Date, the Funds, along with certain other Participating Funds managed by the Manager, also entered into 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 is $50 million with interest at a rate equal to the higher of (a) one-month LIBOR plus 1.25% per annum or (b) the Federal Funds rate plus 1.25% per annum on each outstanding loan. Each of the Participating Funds paid a closing fee of $35,000 on the Effective Date. The Uncommitted Line expires November 12, 2020 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 “Other expenses” on the Statements of Operations, along with commitment fees, that have been allocated among the Participating Funds based on average daily net assets.

During the year ended August 31, 2020, the Funds did not utilize this facility.

 

 

45


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

11.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds:

 

    R5 ClassA  
    Year Ended August 31,  
    2020     2019  

The London Company Income Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     6,748,271       $ 108,960,986         2,518,742       $ 43,633,426  
Reinvestment of dividends     864,050         15,922,758         425,107         7,144,672  
Shares redeemed     (4,485,388       (78,972,840       (3,237,855       (57,349,793
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     3,126,933       $ 45,910,904         (294,006     $ (6,571,695
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Y Class  
    Year Ended August 31,  

The London Company Income Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     15,471,519       $ 264,156,843         12,116,030       $ 211,185,262  
Reinvestment of dividends     1,811,450         33,289,109         620,492         10,389,027  
Shares redeemed     (12,830,260       (214,092,117       (7,753,635       (135,683,233
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase in shares outstanding     4,452,709       $ 83,353,835         4,982,887       $ 85,891,056  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Investor Class  
    Year Ended August 31,  
    2020           2019  

The London Company Income Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     1,114,699       $ 19,606,789         272,412       $ 4,809,718  
Reinvestment of dividends     107,887         1,983,373         49,189         818,629  
Shares redeemed     (397,563       (6,849,866       (516,690       (8,965,908
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     825,023       $ 14,740,296         (195,089     $ (3,337,561
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    A Class  
    Year Ended August 31,  
    2020           2019  

The London Company Income Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     2,443,255       $ 43,347,039         809,388       $ 14,040,523  
Reinvestment of dividends     167,989         3,078,006         71,296         1,182,853  
Shares redeemed     (1,051,750       (17,920,731       (921,006       (16,225,970
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     1,559,494       $ 28,504,314         (40,322     $ (1,002,594
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    C Class  
    Year Ended August 31,  
    2020           2019  

The London Company Income Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     788,277       $ 14,093,305         816,853       $ 14,103,267  
Reinvestment of dividends     225,489         4,118,972         90,711         1,467,940  
Shares redeemed     (2,998,004       (51,936,965       (1,292,308       (22,491,229
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (1,984,238     $ (33,724,688       (384,744     $ (6,920,022
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    R6 Class                          
    Period Ended
August 31, 2020B
                         

The London Company Income Equity Fund

 

Shares

         

Amount

                         
Shares sold     5,266       $ 100,000          
Reinvestment of dividends     -         -          
Shares redeemed     -         -          
 

 

 

     

 

 

         
Net increase in shares outstanding     5,266       $ 100,000          
 

 

 

     

 

 

         
 

 

 

46


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

    R5 ClassA  
    Year Ended August 31,  
    2020           2019  

Zebra Small Cap Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     480,148       $ 6,355,330         1,321,850       $ 19,634,000  
Reinvestment of dividends     2,813         45,232         83,251         1,074,766  
Shares redeemed     (865,695       (12,004,712       (287,446       (4,257,983
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     (382,734     $ (5,604,150       1,117,655       $ 16,450,783  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Y Class  
    Year Ended August 31,  
    2020           2019  

Zebra Small Cap Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     1,281,560       $ 17,753,486         1,628,097       $ 24,662,254  
Reinvestment of dividends     13,365         216,372         294,871         3,836,268  
Shares redeemed     (1,581,234       (22,066,453       (1,681,599       (25,552,002
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     (286,309     $ (4,096,595       241,369       $ 2,946,520  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Investor Class  
    Year Ended August 31,  
    2020           2019  

Zebra Small Cap Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     284,253       $ 3,972,917         533,302       $ 7,962,838  
Reinvestment of dividends     3,481         55,244         66,208         845,481  
Shares redeemed     (314,723       (4,196,241       (282,635       (4,283,203
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     (26,989     $ (168,080       316,875       $ 4,525,116  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    A Class  
    Year Ended August 31,  
    2020           2019  

Zebra Small Cap Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     25,222       $ 381,152         54,021       $ 852,036  
Reinvestment of dividends     547         8,704         26,599         340,204  
Shares redeemed     (129,985       (1,638,008       (167,805       (2,534,363
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (104,216     $ (1,248,152       (87,185     $ (1,342,123
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    C Class  
    Year Ended August 31,  
    2020           2019  

Zebra Small Cap Equity Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     34,457       $ 497,693         36,599       $ 550,791  
Reinvestment of dividends     -         -         22,891         277,216  
Shares redeemed     (94,922       (1,157,954       (70,825       (991,755
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (60,465     $ (660,261       (11,335     $ (163,748
 

 

 

     

 

 

     

 

 

     

 

 

 

A Formerly known as Institutional Class.

B Class launched on August 25, 2020 and commenced operations on August 26, 2020 (Note 1).

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 Funds’ financial statements through this date.

 

 

47


American Beacon The London Company Income Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    R5 ClassA  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 18.26       $ 18.13       $ 16.13       $ 15.25       $ 13.85  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income from investment operations:

                 

Net investment income

    0.36         0.37         0.35         0.33         0.32  

Net gains on investments (both realized and unrealized)

    2.07         0.42         2.00         0.97         1.40  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    2.43         0.79         2.35         1.30         1.72  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.38       (0.39       (0.35       (0.32       (0.32

Distributions from net realized gains

    (1.17       (0.27               (0.10        
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (1.55       (0.66       (0.35       (0.42       (0.32
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 19.14       $ 18.26       $ 18.13       $ 16.13       $ 15.25  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    13.81       4.78       14.75       8.64       12.57
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 307,794,240       $ 236,601,692       $ 240,244,700       $ 222,730,033       $ 194,708,612  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    0.75       0.73       0.73       0.74       0.75

Expenses, net of reimbursements or recoupments

    0.75       0.73       0.73       0.74       0.77

Net investment income, before expense reimbursements or recoupments

    1.99       2.09       2.08       2.12       2.32

Net investment income, net of reimbursements or recoupments

    1.99       2.09       2.08       2.12       2.30

Portfolio turnover rate

    21       23       16       14       20

 

A 

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

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

 

48


American Beacon The London Company Income Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Y Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 18.16       $ 18.04       $ 16.05       $ 15.17       $ 13.79  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income from investment operations:

                 

Net investment income

    0.34         0.36         0.34         0.32         0.32  

Net gains on investments (both realized and unrealized)

    2.06         0.41         1.99         0.97         1.37  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    2.40         0.77         2.33         1.29         1.69  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.37       (0.38       (0.34       (0.31       (0.31

Distributions from net realized gains

    (1.17       (0.27               (0.10        
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (1.54       (0.65       (0.34       (0.41       (0.31
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 19.02       $ 18.16       $ 18.04       $ 16.05       $ 15.17  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnA

    13.70       4.68       14.69       8.60       12.42
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 783,186,967       $ 666,792,661       $ 572,315,652       $ 663,588,078       $ 582,952,334  

Ratios to average net assets:

                 

Expenses, before reimbursements

    0.81       0.80       0.79       0.81       0.82

Expenses, net of reimbursements

    0.81       0.80       0.79       0.81       0.82

Net investment income, before expense reimbursements

    1.94       2.03       2.00       2.04       2.24

Net investment income, net of reimbursements

    1.94       2.03       2.00       2.04       2.24

Portfolio turnover rate

    21       23       16       14       20

 

A 

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

 

49


American Beacon The London Company Income Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Investor Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 18.19       $ 18.06       $ 16.07       $ 15.19       $ 13.81  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income from investment operations:

                 

Net investment income

    0.30         0.31         0.30         0.28         0.28  

Net gains on investments (both realized and unrealized)

    2.06         0.43         1.98         0.97         1.37  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    2.36         0.74         2.28         1.25         1.65  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.33       (0.34       (0.29       (0.27       (0.27

Distributions from net realized gains

    (1.17       (0.27               (0.10        
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (1.50       (0.61       (0.29       (0.37       (0.27
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 19.05       $ 18.19       $ 18.06       $ 16.07       $ 15.19  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnA

    13.38       4.45       14.37       8.33       12.13
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 41,904,048       $ 24,993,208       $ 28,343,428       $ 31,897,528       $ 29,208,149  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.07       1.06       1.05       1.05       1.06

Expenses, net of reimbursements

    1.07       1.06       1.05       1.05       1.06

Net investment income, before expense reimbursements

    1.67       1.75       1.75       1.79       2.01

Net investment income, net of reimbursements

    1.67       1.75       1.75       1.79       2.01

Portfolio turnover rate

    21       23       16       14       20

 

A 

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

 

50


American Beacon The London Company Income Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    A Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 18.08       $ 17.96       $ 15.98       $ 15.11       $ 13.73  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income from investment operations:

                 

Net investment income

    0.30         0.31         0.31         0.27         0.27  

Net gains on investments (both realized and unrealized)

    2.05         0.42         1.96         0.96         1.38  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    2.35         0.73         2.27         1.23         1.65  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.33       (0.34       (0.29       (0.26       (0.27

Distributions from net realized gains

    (1.17       (0.27               (0.10        
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (1.50       (0.61       (0.29       (0.36       (0.27
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 18.93       $ 18.08       $ 17.96       $ 15.98       $ 15.11  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnA

    13.44       4.43       14.41       8.24       12.14
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 92,490,860       $ 60,146,845       $ 60,465,593       $ 95,206,378       $ 94,705,221  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.04       1.05       1.03       1.12       1.13

Expenses, net of reimbursements

    1.04       1.05       1.03       1.12       1.13

Net investment income, before expense reimbursements

    1.71       1.77       1.75       1.73       1.94

Net investment income, net of reimbursements

    1.71       1.77       1.75       1.73       1.94

Portfolio turnover rate

    21       23       16       14       20

 

A 

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

 

51


American Beacon The London Company Income Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    C Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 17.94       $ 17.83       $ 15.87       $ 15.01       $ 13.65  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income from investment operations:

                 

Net investment income

    0.14         0.17         0.16         0.15         0.17  

Net gains on investments (both realized and unrealized)

    2.06         0.42         1.97         0.96         1.36  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    2.20         0.59         2.13         1.11         1.53  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.19       (0.21       (0.17       (0.15       (0.17

Distributions from net realized gains

    (1.17       (0.27               (0.10        
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (1.36       (0.48       (0.17       (0.25       (0.17
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 18.78       $ 17.94       $ 17.83       $ 15.87       $ 15.01  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnA

    12.59       3.64       13.53       7.42       11.28
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 95,091,128       $ 126,444,587       $ 132,511,310       $ 149,848,432       $ 185,308,648  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.81       1.82       1.81       1.86       1.87

Expenses, net of reimbursements

    1.81       1.82       1.81       1.86       1.87

Net investment income, before expense reimbursements

    0.94       1.01       0.98       0.97       1.20

Net investment income, net of reimbursements

    0.94       1.01       0.98       0.97       1.20

Portfolio turnover rate

    21       23       16       14       20

 

A 

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

 

52


American Beacon The London Company Income Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    R6 Class  
    August 25,
2020A to
August 31,
2020
 

Net asset value, beginning of period

  $ 18.99  
 

 

 

 

Income from investment (loss) operations:

 

Net investment income (loss)

    (0.01

Net gains on investments (both realized and unrealized)

    0.15  
 

 

 

 

Total income (loss) from investment operations

    0.14  
 

 

 

 

Less distributions:

 

Dividends from net investment income

     
 

 

 

 

Net asset value, end of period

  $ 19.13  
 

 

 

 

Total returnB

    0.74 %C 
 

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 100,763  

Ratios to average net assets:

 

Expenses, before reimbursements

    0.85 %D 

Expenses, net of reimbursements

    0.71 %D 

Net investment (loss), before expense reimbursements

    (3.83 )%D 

Net investment (loss), net of reimbursements

    (3.69 )%D 

Portfolio turnover rate

    21 %C 

 

A 

Effective date of class.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Not annualized.

D 

Annualized.

 

See accompanying notes

 

53


American Beacon Zebra Small Cap Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    R5 ClassA  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 14.22       $ 18.32       $ 16.04       $ 14.07       $ 14.21  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.14         0.09         0.11         0.24         0.18  

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

    (0.51       (2.62       3.44         1.90         1.15  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.37       (2.53       3.55         2.14         1.33  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.08       (0.09       (0.03       (0.17       (0.06

Distributions from net realized gains

            (1.48       (1.24               (1.41
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.08       (1.57       (1.27       (0.17       (1.47
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.77       $ 14.22       $ 18.32       $ 16.04       $ 14.07  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (2.70 )%        (12.94 )%        22.98       15.25       10.46
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 18,929,000       $ 24,989,951       $ 11,722,213       $ 4,122,461       $ 2,305,284  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.17       1.22       1.23       1.36       1.53

Expenses, net of reimbursementsC

    0.89       0.89       0.90       0.89       0.89

Net investment income, before expense reimbursements

    0.54       0.57       0.30       0.80       0.34

Net investment income, net of reimbursements

    0.82       0.90       0.64       1.26       0.97

Portfolio turnover rate

    106       93       74       77       50

 

A 

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses, which are not reimbursable under the agreement with the Manager.

 

See accompanying notes

 

54


American Beacon Zebra Small Cap Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Y Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 14.32       $ 18.45       $ 16.17       $ 14.20       $ 14.33  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.11         0.13         0.08         0.15         0.12  

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

    (0.50       (2.69       3.47         1.99         1.22  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.39       (2.56       3.55         2.14         1.34  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.08       (0.09       (0.03       (0.17       (0.06

Distributions from net realized gains

            (1.48       (1.24               (1.41
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.08       (1.57       (1.27       (0.17       (1.47
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.85       $ 14.32       $ 18.45       $ 16.17       $ 14.20  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnA

    (2.82 )%        (13.02 )%        22.79       15.11       10.44
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 35,283,932       $ 40,575,598       $ 47,832,660       $ 18,631,514       $ 10,988,456  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.26       1.24       1.27       1.41       1.58

Expenses, net of reimbursementsB

    0.99       0.99       1.00       0.99       0.99

Net investment income, before expense reimbursements

    0.45       0.55       0.26       0.54       0.28

Net investment income, net of reimbursements

    0.72       0.80       0.54       0.96       0.87

Portfolio turnover rate

    106       93       74       77       50

 

A 

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.

B 

Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses, which are not reimbursable under the agreement with the Manager.

 

See accompanying notes

 

55


American Beacon Zebra Small Cap Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Investor Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 14.03       $ 18.14       $ 15.95       $ 14.05       $ 14.22  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.06         0.12         0.02         0.14         0.28  

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

    (0.49       (2.68       3.43         1.93         1.00  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.43       (2.56       3.45         2.07         1.28  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.06       (0.07       (0.02       (0.17       (0.04

Distributions from net realized gains

            (1.48       (1.24               (1.41
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.06       (1.55       (1.26       (0.17       (1.45
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.54       $ 14.03       $ 18.14       $ 15.95       $ 14.05  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnA

    (3.12 )%        (13.26 )%        22.47       14.77       10.07
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 11,690,371       $ 12,486,352       $ 10,398,506       $ 10,766,976       $ 7,620,538  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.60       1.50       1.44       1.58       1.74

Expenses, net of reimbursementsB

    1.27       1.27       1.28       1.27       1.27

Net investment income, before expense reimbursements

    0.11       0.27       0.08       0.41       0.09

Net investment income, net of reimbursements

    0.44       0.50       0.24       0.72       0.56

Portfolio turnover rate

    106       93       74       77       50

 

A 

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.

B 

Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses, which are not reimbursable under the agreement with the Manager.

 

See accompanying notes

 

56


American Beacon Zebra Small Cap Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    A Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 14.05       $ 18.15       $ 15.96       $ 14.06       $ 14.22  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.06 A        0.08 A        0.03 A        0.16         0.10  

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

    (0.49       (2.64       3.42         1.91         1.18  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.43       (2.56       3.45         2.07         1.28  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.05       (0.06       (0.02       (0.17       (0.03

Distributions from net realized gains

            (1.48       (1.24               (1.41
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.05       (1.54       (1.26       (0.17       (1.44
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 13.57       $ 14.05       $ 18.15       $ 15.96       $ 14.06  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (3.10 )%        (13.26 )%        22.43       14.76       10.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 1,187,137       $ 2,693,316       $ 5,063,046       $ 6,801,568       $ 5,212,114  

Ratios to average net assets:

                 

Expenses, before reimbursements

    1.47       1.53       1.54       1.73       1.90

Expenses, net of reimbursementsC

    1.29       1.29       1.29       1.29       1.29

Net investment income (loss), before expense reimbursements

    0.23       0.27       (0.04 )%        0.28       (0.04 )% 

Net investment income, net of reimbursements

    0.41       0.51       0.20       0.71       0.57

Portfolio turnover rate

    106       93       74       77       50

 

A 

Per share amounts have been calculated using the average shares method.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses, which are not reimbursable under the agreement with the Manager.

 

See accompanying notes

 

57


American Beacon Zebra Small Cap Equity FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    C Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 13.23       $ 17.26       $ 15.32       $ 13.53       $ 13.81  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income (loss)

    (0.30       (0.06       (0.09 )A        0.03         0.10  

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

    (0.20       (2.49       3.27         1.86         1.03  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.50       (2.55       3.18         1.89         1.13  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

                            (0.10        

Distributions from net realized gains

            (1.48       (1.24               (1.41
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

            (1.48       (1.24       (0.10       (1.41
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 12.73       $ 13.23       $ 17.26       $ 15.32       $ 13.53  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (3.78 )%        (13.97 )%        21.55       13.97       9.17
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 1,509,950       $ 2,370,089       $ 3,286,562       $ 2,207,090       $ 1,838,434  

Ratios to average net assets:

                 

Expenses, before reimbursements

    2.28       2.29       2.29       2.47       2.65

Expenses, net of reimbursementsC

    2.04       2.04       2.05       2.04       2.04

Net investment (loss), before expense reimbursements

    (0.57 )%        (0.49 )%        (0.78 )%        (0.42 )%        (0.78 )% 

Net investment income (loss), net of reimbursements

    (0.33 )%        (0.24 )%        (0.53 )%        0.01       (0.18 )% 

Portfolio turnover rate

    106       93       74       77       50

 

A 

Per share amounts have been calculated using the average shares method.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Expense ratios may exceed stated expense caps in Note 2 due to security lending expenses, which are not reimbursable under the agreement with the Manager.

 

See accompanying notes

 

58


American Beacon FundsSM

Federal Tax Information

August 31, 2020 (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 August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020.

The Funds designated the following items with regard to distributions paid during the fiscal year ended August 31, 2020. 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:

 

The London Company Income Equity

    100.00

Zebra Small Cap Equity

    100.00

Qualified Dividend Income:

 

The London Company Income Equity

    100.00

Zebra Small Cap Equity

    100.00

Long-Term Capital Gain Distributions:

 

The London Company Income Equity

  $ 69,463,959  

Zebra Small Cap Equity

    -  

Short-Term Capital Gain Distributions:

 

The London Company Income Equity

  $ 2,512,349  

Zebra Small Cap Equity

    -  

Shareholders will receive notification in January 2021 of the applicable tax information necessary to prepare their 2020 income tax returns.

 

 

59


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

Renewal and Approval of Management Agreement and Investment Advisory Agreements

At meetings held on May 14, 2020 and June 3-4, 2020 (collectively, the “Meetings”) via Zoom videoconference, the Board of Trustees (“Board” or “Trustees”) considered and then, at its June 4, 2020 meeting, approved the renewal of:

(1) the Management Agreement between American Beacon Advisors, Inc. (“Manager”) and the American Beacon Funds (“Trust”), on behalf of the American Beacon The London Company Income Equity Fund (“TLC Fund”) and the American Beacon Zebra Small Cap Equity Fund (“Zebra Fund”) (each, a “Fund” and collectively, the “Funds”);

(2) the Investment Advisory Agreement among the Manager, The London Company of Virginia, LLC (“TLC”), and the Trust, on behalf of the TLC Fund; and

(3) the Investment Advisory Agreement among the Manager, Zebra Capital Management, LLC (“Zebra”), and the Trust, on behalf of the Zebra Fund.

TLC and Zebra are hereinafter each referred to as a “subadvisor” and collectively as the “subadvisors.” 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 subadvisors, 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 subadvisor.

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 Funds as well as information from the Manager and the subadvisors. 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 Board 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 each Fund.

The Board noted that the Manager provides management and administrative services to the Funds 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 expenses, reduced by any fee waivers and/or reimbursements.

A firm 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. For each Fund, the class of shares used for comparative performance purposes was the share class with the lowest expenses available for purchase by the general public, which was the R5 Class. The Board also considered that the use of R5 Class performance generally facilitates a meaningful comparison for expense and performance purposes.

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

 

 

60


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

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 Funds and their shareholders.

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

In determining whether to approve the renewal of the Agreements, the Board considered each Fund’s investment management and subadvisory relationships separately. In each instance, the Board considered, among other things, the following factors: (1) the nature, extent and quality of the services provided; (2) the investment performance of the Funds and the subadvisors for the Funds; (3) the costs incurred by the Manager in rendering services to the Funds and its resulting profits or losses; (4) comparisons of services and fee rates with contracts entered into by the Manager or a subadvisor 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 subadvisor from its relationship with the Funds.

Nature, Extent and Quality of Services. With respect to the renewal of the Management Agreement, the Board considered, among other factors: each Fund’s long-term performance; the length of service of key investment personnel at the Manager; the cost structure of the Funds; the Manager’s culture of compliance and support that reduce risks to the Funds; the Manager’s quality of services; the Manager’s active role in monitoring and, as appropriate, recommending additional or replacement subadvisors; and the Manager’s efforts to retain key employees and maintain staffing levels.

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

Investment Performance. The Board evaluated the comparative information provided by Broadridge and the Manager regarding the performance of each Fund relative to its Broadridge performance universe, Morningstar Category, and benchmark index, as well as the Fund’s Morningstar rating. The Board considered the information provided by Broadridge regarding its independent methodology for selecting each Fund’s Broadridge performance universe. The Board also considered that the performance universes selected by Broadridge may not provide appropriate comparisons for a Fund. In addition, the Board considered the performance reports and discussions with management at Board and Committee meetings throughout the year. The Board also evaluated the comparative information provided by each subadvisor regarding the performance of the relevant Fund relative to the performance of the Fund’s benchmark index and, with respect to the TLC Fund, a composite of similar accounts. In addition, the Board considered the Manager’s recommendation to continue to retain each subadvisor. A summary of the Board’s considerations with respect to each Fund’s performance appears below under “Additional Considerations and Conclusions with Respect to Each Fund.”

Costs of the Services Provided to the Funds and the Profits Realized by the Manager from its Relationship with the Funds. In analyzing the cost 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 with respect to the TLC Fund and sustaining a loss with respect to the Zebra Fund before and after

 

 

61


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

the payment of distribution-related expenses by the Manager for each 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 paid by other clients of the Manager are lower than the fee rates paid by the Funds, the Manager represented that, among other matters, the difference is attributable to 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 Funds.

The Board also noted that the Manager proposed to continue the expense waivers and reimbursements for the Funds that were in place during the last fiscal year. The Board further considered that, with respect to each 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 each Fund. The Board also noted that certain share classes of the Funds maintain higher expense ratios in order to compensate third-party financial intermediaries.

In analyzing the fee rates charged by each subadvisor in connection with its investment advisory services to a Fund, the Board considered representations made by TLC that the TLC Fund’s subadvisory fee rate schedule generally was favorable compared to other comparable accounts, and considered representations made by Zebra that, for fee comparison purposes, Zebra does not manage any comparable client accounts and therefore could not provide fee schedules for comparable investment accounts managed by Zebra. The Board did not request profitability data from the subadvisors because the Board did not view this data as imperative to its deliberations given the arm’s-length nature of the relationship between the Manager and the subadvisors with respect to the negotiation of subadvisory fee rates. In addition, the Board noted that subadvisors 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 information, the Board concluded that the profitability levels of the Manager were reasonable in light of the services performed by the Manager. A summary of the Board’s considerations with respect to each Fund’s fee rates is set forth below under “Additional Considerations and Conclusions with Respect to Each 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 each 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 the Manager has negotiated breakpoints with respect to each Fund’s subadvisory fee rate.

In addition, the Board noted the Manager’s representation that the Management Agreement contains fee schedule breakpoints at higher asset levels with respect to each Fund. In this regard the Board considered the Manager’s representation that no Fund’s current assets exceeded the threshold necessary to reach the first management fee breakpoint. Based on the foregoing information, the Board concluded that the Manager and subadvisor fee rate schedules for each Fund provide for a reasonable sharing of benefits from any economies of scale with each Fund.

Benefits Derived from the Relationship with the Funds. The Board considered the “fall-out” or ancillary benefits that accrue to the Manager and/or the subadvisors as a result of the advisory relationships with the Funds, including greater exposure in the marketplace with respect to the Manager’s or the subadvisors’ investment process and expanding the level of assets under management by the Manager and the subadvisors. The Board also considered that the Manager may invest the Funds’ cash balances and cash collateral provided by the borrowers of the Funds’ securities in the American Beacon U.S. Government Money Market Select Fund, which the Manager manages directly. In addition, the Board noted that TLC and Zebra benefit from soft dollar arrangements for

 

 

62


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

proprietary and/or third-party research. Based on the foregoing information, the Board concluded that the potential benefits accruing to the Manager and the subadvisors by virtue of their relationships with the Funds appear to be fair and reasonable.

Additional Considerations and Conclusions with Respect to Each Fund

The performance comparisons below were made for each Fund’s R5 Class shares in comparison to each 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 below to each Fund’s Broadridge performance universe are to the universe of mutual funds with a comparable investment classification/objective included in the analysis provided by Broadridge. 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 manager skill.

The expense comparisons below were made for each Fund’s R5 Class shares in comparison to each 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 below to each Fund’s expense group and expense universe are to the respective group or universe of comparable mutual funds included in the analysis by Broadridge. A Broadridge expense group consists 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 a comparable investment classification/objective and a similar operating structure as the share class of the Fund included in the Broadridge comparative information, including the expense group, and provides a broader view of expenses across the Fund’s investment classification/objective. The Board also considered each Fund’s Morningstar fee level category with the 1st Quintile representing the lowest 20 percent of the category constituents and the 5th Quintile representing the highest 20 percent of the category in terms of total expense. In reviewing expenses, the Board considered the positive impact of fee waivers and the Manager’s agreement to continue the fee waivers. In addition, information regarding the subadvisors’ use of soft dollars was requested from the Manager and was considered by the Board.

Additional Considerations and Conclusions with Respect to the American Beacon The London Company Income Equity Fund

In considering the renewal of the Agreements, the Board considered the following additional factors:

Broadridge Total Expense Analysis Excluding 12b-1 Fees and Morningstar Fee Level Ranking

 

Compared to Broadridge Expense Group

  1st Quintile

Compared to Broadridge Expense Universe

  3rd Quintile

Morningstar Fee Level Ranking

  3rd Quintile

Broadridge and Morningstar Performance Analysis (five-year period ended December 31, 2019)

 

Compared to Broadridge Performance Universe

  2nd Quintile

Compared to Morningstar Category

  2nd Quintile

The Board also considered: (1) TLC’s representation that no other clients for which TLC provides comparable services receive a lower fee; and (2) the Manager’s recommendation to continue to retain TLC.

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

 

 

63


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

Additional Considerations and Conclusions with Respect to the American Beacon Zebra Small Cap Equity Fund

In considering the renewal of the Agreements for the Zebra Fund, the Board considered the following additional factors:

Broadridge Total Expenses Excluding 12b-1 Fees and Morningstar Fee Level Ranking

 

Compared to Broadridge Expense Group

  1st Quintile

Compared to Broadridge Expense Universe

  2nd Quintile

Morningstar Fee Level Ranking – Institutional Class

  2nd Quintile

Broadridge and Morningstar Performance Analysis (five-year period ended December 31, 2019)

 

Compared to Broadridge Performance Universe

  2nd Quintile

Compared to Morningstar Category

  2nd Quintile

The Board also considered: (1) Zebra’s representation that it does not manage comparable accounts in the same strategy as Zebra manages the Zebra Fund; and (2) the Manager’s recommendation to continue to retain Zebra.

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

 

 

64


 

Disclosure Regarding Liquidity Risk Management Program (Unaudited)

 

 

Rule 22e-4 under the Investment Company Act of 1940, as amended (“Rule 22e-4”), requires open-end registered investment companies (other than money market funds) to adopt and implement a written liquidity risk management program that is reasonably designed to assess and manage liquidity risk. Each Fund has adopted a Liquidity Risk Management Program (the “Program”) that is designed to assess and manage liquidity risk, which is the risk that the Fund could not meet requests to redeem its shares without significant dilution of the remaining shareholders’ interests in the Fund. The Program was effective on December 1, 2018 and was approved by each Fund’s Board of Trustees (the “Board”) on March 6, 2019, in accordance with applicable Securities and Exchange Commission (“SEC”) guidance.

Pursuant to Rule 22e-4, the Program includes the following elements:

 

   

Assessment, management, and periodic review of liquidity risk;

 

   

Classification of each of the Fund’s portfolio investments into one of four liquidity categories: highly liquid, moderately liquid, less liquid, and illiquid;

 

   

Determination and review of a highly liquid investment minimum for any Fund that does not primarily hold assets that are highly liquid investments;

 

     

Policies and procedures to respond to a shortfall in the highly liquid investment minimum, including associated reports to the Board and the SEC;

 

   

A prohibition against a Fund acquiring an illiquid investment if immediately after the acquisition the Fund would have more than 15% of its net assets invested in illiquid investments that are assets;

 

     

Reporting of breaches of the illiquid investment prohibition to the Board and the SEC; and

 

   

Policies and procedures regarding how and when a Fund will satisfy redemption requests by distributing portfolio securities or other assets.

The Board has approved the designation of the Manager’s Liquidity Committee as the Program administrator with responsibility for administering the Program. Since the implementation of the Program, the Liquidity Committee has provided written reports to the Board on a quarterly basis regarding each Fund’s liquidity risk. In addition, at the Board’s March 3-4, 2020 meetings, the Board reviewed the Liquidity Committee’s written report (“Report”) that addressed the operation of the Program and assessed the adequacy and effectiveness of its implementation from the Program’s inception on December 1, 2018 through December 31, 2019 (the “review period”).

Key conclusions that the Liquidity Committee included in the Report are listed below:

 

   

The Program is reasonably designed to assess and manage the Fund’s liquidity risk.

 

   

The operation of the Program was adequate during the review period.

 

   

Each Fund included in this shareholder report was deemed to primarily hold assets that are highly liquid, and no highly liquid investment minimum was recommended.

 

   

The Program was effectively implemented by the Liquidity Committee during the review period.

 

   

Administration of the Program by the Liquidity Committee continues to be appropriate.

 

 

65


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 Las Colinas Boulevard East, Suite 1200, Irving, Texas 75039. Each Trustee oversees thirty-one funds in the fund complex that includes the Trust, the American Beacon Select Funds, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund. 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

NON-INTERESTED TRUSTEES   

Term

  
  

Lifetime of Trust until removal, resignation or

retirement*

  
Gilbert G. Alvarado (50)    Trustee since 2015    President, SJVIIF, LLC, Impact Investment Fund (2018-Present); Director, Kura MD, Inc. (local telehealth organization) (2015-2017); Senior Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-Present); Senior Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-Present); Director, Innovative North State (2012-2015); Director, Sacramento Regional Technology Alliance (2011-2016); Director, 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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Joseph B. Armes (58)    Trustee since 2015    Director, Switchback Energy Acquisition (2019-Present); 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); CEO, Capital Southwest Corporation (2013-2015); President & CEO, JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer) (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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Gerard J. Arpey (62)    Trustee since 2012    Director, The Home Depot, Inc. (2015-Present); Partner, Emerald Creek Group (private equity firm) (2011-Present); Director, S.C. Johnson & Son, Inc. (privately held company) (2008-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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Brenda A. Cline (59)   

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-Present); Trustee, American Beacon Select Funds (2004-Present); ; Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).

 

 

66


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*

  
Eugene J. Duffy (66)    Trustee since 2008    Managing Director, Global Investment Management Distribution, Mesirow Financial (2016-Present); Managing Director, Institutional Services, Intercontinental Real Estate Corporation (2014-Present); Trustee, American Beacon Select Funds (2008-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Claudia A. Holz (62)    Trustee since 2018    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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Douglas A. Lindgren (58)    Trustee since 2018    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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Barbara J. McKenna, CFA (57)    Trustee since 2012    President/Managing Principal, Longfellow Investment Management Company (2005-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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
R. Gerald Turner (74)    Trustee since 2001    President, Southern Methodist University (1995-Present); Director, J.C. Penney Company, Inc. (1996-2019); Director, Kronus Worldwide Inc. (chemical manufacturing) (2003-Present); Trustee, American Beacon Select Funds (2001-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).

 

 

67


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   
Gene L. Needles, Jr. (65)    President since 2009    President (2009-2018), CEO and Director (2009-Present), and Chairman (2018-Present), American Beacon Advisors, Inc., President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Investment Holdings, LLC; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present),Resolute Topco, Inc.; President (2015-2018); Director, and CEO (2015-Present), and Chairman (2018-Present), Resolute Acquisition, Inc.; President (2015-2018), Director and CEO (2015-Present), Chairman (2018-Present), Resolute Investment Managers, Inc.; Director, Chairman, President and CEO, Resolute Investment Distributors (2017-Present); Director, Chairman, President and CEO; Resolute Investment Services, Inc. (2017-Present); President and CEO, Lighthouse Holdings Parent, Inc. (2009-2015); President, CEO and Director, Lighthouse Holdings, Inc. (2009-2015); Manager, President and CEO, American Private Equity Management, LLC (2012-Present); Director, Chairman, President and CEO, Alpha Quant Advisors, LLC (2016-2020); Director, ARK Investment Management LLC (2016-Present); Director, Shapiro Capital Management LLC (2017-Present); Director, Chairman and CEO, Continuous Capital, LLC (2018-Present); Director, Green Harvest Asset Management (2019-Present); Director, National Investment Services of America, LLC (2019-Present); President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Director and President, American Beacon Cayman Transformational Innovation Company, LTD., (2017-2018); President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); President American Beacon Cayman TargetRisk Company, Ltd. (2018-Present);Member, Investment Advisory Committee, Employees Retirement System of Texas (2017-Present); Trustee, American Beacon NextShares Trust (2015-Present); President, American Beacon Select Funds (2009-Present); President, American Beacon Institutional Funds Trust (2017-Present); President, American Beacon Sound Point Enhanced Income Fund (2018-Present); President, American Beacon Apollo Total Return Fund (2018-Present); Director, RSW Investments Holdings LLC, (2019-Present); Manager, SSI Investment Management, LLC (2019-Present).
Rosemary K. Behan (61)    VP, Secretary and Chief Legal Officer since 2006    Vice President, Secretary and General Counsel, American Beacon Advisors, Inc. (2006-Present); Secretary, Resolute Investment Holdings, LLC (2015-Present); Secretary, Resolute Topco, Inc. (2015-Present); Secretary, Resolute Acquisition, Inc. (2015-Present); Vice President, Secretary and General Counsel, Resolute Investment Managers, Inc. (2015-Present); Secretary, Resolute Investment Distributors, Inc. (2017-Present); Vice President, Secretary and General Counsel, Resolute Investment Services, Inc. (2017-Present); Vice President and Secretary, Lighthouse Holdings Parent, Inc. (2008-2015); Vice President and Secretary, Lighthouse Holdings, Inc. (2008-2015); Secretary, American Private Equity Management, LLC (2008-Present); Secretary and General Counsel, Alpha Quant Advisors, LLC (2016-2020); Vice President and Secretary, Continuous Capital, LLC (2018-Present); Secretary, Green Harvest Asset Management (2019-Present); 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); 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-Present); Chief Legal Officer, Vice President and Secretary American Beacon Apollo Total Return Fund (2018-Present).

 

 

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

OFFICERS (CONT.)   

Term

  
   One Year   
Brian E. Brett (60)    VP since 2004    Senior Vice President, Head of Distribution (2012-Present), Vice President, Director of Sales (2004-2012), American Beacon Advisors, Inc.; Senior Vice President, Resolute Investment Managers, Inc. (2017-Present); Senior Vice President, Resolute Investment Distributors, Inc. (2018-Present), Senior Vice President, Resolute Investment Services, Inc. (2018-Present); Senior Vice President, Lighthouse Holdings Parent, Inc. (2008-2015); Senior Vice President, Lighthouse Holdings, Inc. (2008-2015); Vice President, American Beacon Select Funds (2004-Present); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President American Beacon Sound Point Enhanced Income Fund (2018-Present); Vice President American Beacon Apollo Total Return Fund (2018-Present).
Paul B. Cavazos (51)    VP since 2016    Chief Investment Officer and Senior Vice President, American Beacon Advisors, Inc. (2016-Present); Chief Investment Officer, DTE Energy (2007-2016); Vice President, 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-Present);Vice President American Beacon Apollo Total Return Fund (2018-Present).
Erica Duncan (49)    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-Present); Vice President American Beacon Apollo Total Return Fund (2018-Present).
Melinda G. Heika (59)   

Principal Accounting Officer since 2017 and Treasurer since

2010

   Treasurer and CFO (2010-Present), American Beacon Advisors, Inc.; Treasurer, Resolute Topco, Inc. (2015-Present); Treasurer, Resolute Investment Holdings, LLC. (2015-Present); Treasurer, Resolute Acquisition, Inc. (2015-Present); Treasurer and CFO, Resolute Investment Managers, Inc. (2017-Present); Treasurer, Resolute Investment Distributors, Inc. (2017-2017); Treasurer and CFO, Resolute Investment Services, Inc. (2015-Present); Treasurer, Lighthouse Holdings Parent Inc., (2010-2015); Treasurer, Lighthouse Holdings, Inc. (2010-2015); Treasurer, American Private Equity Management, LLC (2012-Present); Treasurer and CFO, Alpha Quant Advisors, LLC (2016-2020); Treasurer and CFO, Continuous Capital, LLC (2018-Present); Treasurer, Green Harvest Asset Management (2019-Present); Treasurer, American Beacon Cayman Transformational Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Treasurer, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Principal Accounting Officer (2017-Present) and Treasurer, American Beacon Select Funds (2010-Present); Principal Accounting Officer and Treasurer, American Beacon Institutional Funds Trust (2017-Present); Principal Accounting Officer and Treasurer, American Beacon Sound Point Enhanced Income Fund (2018-Present); Principal Accounting Officer and Treasurer, American Beacon Apollo Total Return Fund (2018-Present).

 

 

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 (CONT.)   

Term

  
   One Year   
Terri L. McKinney (56)    VP since 2010    Vice President (2009-Present), Managing Director (2003-2009), American Beacon Advisors, Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services, Inc (2018-Present); Vice President, Alpha Quant Advisors, LLC (2016-Present); Vice President, Continuous Capital, LLC (2018-Present); 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-Present); Vice President, American Beacon Apollo Total Return Fund (2018-Present).
Jeffrey K. Ringdahl (45)    VP since 2010    Director (2015-Present), President (2018-Present), Chief Operating Officer (2010-Present), Senior Vice President (2013-2018), Vice President (2010-2013), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice Present (2015-2018), Resolute Investment Holdings, LLC; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Topco, Inc.; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Acquisition, Inc.; Director (2015-Present), President & COO (2018-Present), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President (2017-Present), Resolute Investment Distributors, Inc.; Director (2017-Present), President & COO (2018-Present), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; Senior Vice President (2017-Present), Vice President (2012-2017), Manager (2015-Present), American Private Equity Management, LLC; Senior Vice President, Lighthouse Holdings Parent, Inc. (2013-2015); Senior Vice President, Lighthouse Holdings, Inc. (2013-2015); Trustee, American Beacon NextShares Trust (2015-Present); Director, Executive Vice President & COO, Alpha Quant Advisors, LLC (2016-2020); Director, Shapiro Capital Management, LLC (2017-Present); Director, Executive Vice President & COO, Continuous Capital, LLC (2018-Present); 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-Present); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Vice President, American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Vice President, American Beacon Select Funds (2010-2018); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President, American Beacon Sound Point Enhanced Income Fund (2018-Present); Vice President, American Beacon Apollo Total Return Fund (2018-Present).
Samuel J. Silver (57)    VP Since 2011    Vice President (2011-Present), Chief Fixed Income Officer (2016-Present), American Beacon Advisors, Inc. (2011-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-Present); Vice President, American Beacon Apollo Total Return Fund (2018-Present).

 

 

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   
Christina E. Sears (48)   

Chief Compliance

Officer since 2004

and Asst. Secretary since 1999

   Vice President, American Beacon Advisors, Inc. (2019-Present); Chief Compliance Officer, American Beacon Advisors, Inc. (2004-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Distributors (2017-Present); Vice President, Resolute Investment Services, Inc. (2019-Present); Chief Compliance Officer, American Private Equity Management, LLC (2012-Present); Chief Compliance Officer (2016-2019) and Vice President, Alpha Quant Advisors, LLC (2016-2020); Vice President, Continuous Capital, LLC (2018-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-Present); Chief Compliance Officer and Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present).
Sonia L. Bates (63)   

Asst. Treasurer

since 2011

   Assistant Treasurer, American Beacon Advisors, Inc. (2011-2018); Assistant Treasurer, Lighthouse Holdings Parent Inc. (2011-2015); Assistant Treasurer, Lighthouse Holdings, Inc. (2011-2015); Assistant Treasurer, American Private Equity Management, LLC (2012-Present); Assistant Treasurer, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-Present); Assistant Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Assistant Treasurer, American Beacon Select Funds (2011-Present); Assistant Treasurer, American Beacon Institutional Funds Trust (2017-Present); Assistant Treasurer, American Beacon Sound Point Enhanced Income Fund (2018-Present); Assistant Treasurer, American Beacon Apollo Total Return Fund (2018-Present).
Shelley D. Abrahams (45)    Assistant Secretary since 2008    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-Present); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present);
Rebecca L. Harris (53)    Assistant Secretary since 2010    Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services (2015-Present); Vice President, Alpha Quant Advisors, LLC (2016-2020); Vice President, Continuous Capital, LLC (2018-Present); Assistant Secretary, American Beacon Select Funds (2010-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present); Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2018-Present); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present).
Teresa A. Oxford (62)    Assistant Secretary since 2015    Assistant Secretary, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-Present); Assistant Secretary, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-2020); 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-Present); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present);.

* 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.

 

 

71


American Beacon FundsSM

Privacy Policy

August 31, 2020 (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.

 

 

72


LOGO

 

 

 

Delivery of Documents

eDelivery is NOW AVAILABLE - Stop traditional mail delivery and receive your shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

 

LOGO   LOGO
 
By E-mail:   On the Internet:
american_beacon.funds@ambeacon.com   Visit our website at www.americanbeaconfunds.com
   
     
 

LOGO

By Telephone:

Call (800) 658-5811

 

LOGO

By Mail:

American Beacon Funds

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 1-800-SEC-0330. A complete schedule of each Fund’s portfolio holdings is also made available on the Funds’ website at www.americanbeaconfunds.com approximately 60 days after the end of each quarter for the Zebra Small Cap Equity Fund and 20 days after the end of each month for The London Company Income Equity Fund.   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 on the Fund’s website at www.americanbeaconfunds.com and 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

DST Asset Manager Solutions, Inc.

Quincy, Massachusetts

   

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

Dallas, Texas

   

DISTRIBUTOR

Resolute Investment Distributors, Inc.

Irving, Texas

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

 

American Beacon Funds, American Beacon The London Company Income Equity Fund and American Beacon Zebra Small Cap Equity Fund are service marks of American Beacon Advisors, Inc.

AR 8/20


LOGO

 


About American Beacon Advisors, Inc.

 

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, Inc., you can put the experience of a multi-billion dollar asset management firm to work for your company.

FUND

Investing in high-yield securities (commonly referred to as “junk bonds”), including loans, restricted securities and floating rate securities, is subject to greater levels of credit, interest rate, market and liquidity risks than investment-grade securities. Investing in foreign and emerging market securities may involve heightened risk due to currency fluctuations and economic and political risks. Investing in derivative instruments involves liquidity, credit, interest rate and market risks. Geopolitical and other events have led to market disruptions causing adverse changes in the value of investments broadly. Changes in value may be temporary or may last for extended periods. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

SOUND POINT FLOATING RATE INCOME FUND

Investing in high-yield securities (commonly referred to as “junk bonds”), including loans, CLOs, restricted securities and floating rate securities, is subject to greater levels of credit, interest rate, market and liquidity risks than investment-grade securities. In addition, loans are subject to the risk that the Fund may not be able to obtain the collateral securing the loan in a timely manner, and the value of the collateral may not cover the amount owed on the loan. Geopolitical and other events have led to market disruptions causing adverse changes in the value of investments broadly. Changes in value may be temporary or may last for extended periods. Please see the prospectus for a complete discussion of the Fund’s risks. There can be no assurances that the investment objectives of this Fund will be met.

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 the 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 Advisors

August 31, 2020


Contents

 

 

President’s Message

    1  

Performance Overview

    4  

Expense Examples

    10  

Report of Independent Registered Public Accounting Firm

    11  

Schedules of Investments:

 

SiM High Yield Opportunities Fund

    12  

Sound Point Floating Rate Income Fund

    19  

Financial Statements

    30  

Notes to Financial Statements

    33  

Financial Highlights:

 

SiM High Yield Opportunities Fund

    60  

Sound Point Floating Rate Income Fund

    65  

Federal Tax Information

    71  

Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

    72  

Disclosure Regarding Liquidity Risk Management Program

    77  

Trustees and Officers of the American Beacon Funds

    78  

Privacy Policy

    84  

Additional Fund Information

    Back Cover  


President’s Message

 

 

LOGO  

Dear Shareholders,

 

Unlike anything we’ve experienced in our lifetimes, the COVID-19 pandemic continues to have an overwhelming effect on the world’s population, economies and markets. While news reports in the first half of this reporting period highlighted the many headwinds affecting the global economy and contributing to market volatility – including the U.S. trade war with China, Brexit, disruptions in the Middle East and protests in Hong Kong – the second half of this reporting period has been dominated by headlines related to the virus:

 

u  On March 15, the Federal Reserve cut the federal funds rate by 100 basis points (1%) to a range of 0% to 0.25%, and announced quantitative easing would be unlimited.

 

u  

Also in March, the U.S. government passed a stimulus package in three phases: phase one for approximately $8.3 billion, phase two for approximately $100 billion, and phase three for approximately $2 trillion.

 

u  

On April 20, the price of U.S. oil turned negative for the first time in history, closing at -$37.60 per barrel for oil deliveries in May. However, by the end of August, the average crude oil spot price – which calculates an equally weighted price for West Texas Intermediate, Brent and Dubai crude oils – was $43.44 per barrel.

 

u  

Although equity markets around the world have rebounded since the lows experienced earlier this year, uncertainty and volatility remain while economies continue to feel the effects of the pandemic. In the U.S., real gross domestic product had an annualized decline of 31.7% for the second quarter – reflecting the sharpest economic contraction in modern history, although slightly less than the 32.9% initially estimated.

 

u  

As of August 30, the virus had infected more than 24.8 million individuals around the world, resulting in more than 838,000 deaths. The U.S. alone accounted for more than 5.8 million confirmed cases and more than 180,000 deaths.

Now more than ever, we recognize that fear of loss can be a powerful emotion, leading many investors to make short-term decisions subject to a variety of potential error-leading biases. Unfortunately, short-term investment decisions may derail future plans. We encourage investors to maintain focus on their long-term financial goals, working with financial professionals to make thoughtful adjustments to their changing needs.

The three Ds – direction, discipline and diversification – may help frame this conversation.

 

u  

Direction: Achieving your long-term financial goals requires an individualized plan of action. You may want your plan to provide some measure of protection against periods of geopolitical turmoil, economic uncertainty, market volatility and job insecurity. Your plan should be reviewed annually and be adjusted in the event your long-range needs change.

 

u  

Discipline: Long-term, systematic participation in an investment portfolio requires your resolution to stay the course. Spending time in the market – rather than trying to time the market – may place you in a better position to reach your long-term financial goals.

 

u  

Diversification: By investing in different investment styles and asset classes, you may be able to help mitigate financial risks across your investment portfolio. By allocating your investment portfolio according to your risk-tolerance level, you may be better positioned to weather storms and achieve your long-term financial goals.

 

 

1


President’s Message

 

 

American Beacon has endeavored to provide investors with a disciplined approach to realizing long-term financial goals since 1986. As a manager of managers, we strive to provide investment products that may enable investors to participate during market upswings while potentially insulating against market downswings. The investment teams behind our mutual funds seek to produce consistent, long-term results rather than focus only on short-term movements in the markets. In managing our investment products, we emphasize identifying opportunities that offer the potential for long-term rewards.

Thank you for staying the course with American Beacon. For additional information about our investment products or to access your account information, please visit our website at www.americanbeaconfunds.com.

Best Regards,

 

LOGO

Gene L. Needles, Jr.

President

American Beacon Funds

 

 

2


Global Bond Market Overview

August 31, 2020 (Unaudited)

 

 

The period began with the credit markets grinding steadily tighter through the end of calendar year 2019. U.S. investment-grade and high-yield bonds fared particularly well as the Federal Reserve’s concerns around potentially slower global growth, low inflation and lingering trade uncertainty resulted in three interest rate cuts in 2019 and provided a meaningful tailwind for risk assets. From August 31, 2019 through December 31, 2019, the ICE BofA U.S. Corporate Index (“Investment Grade”) returned 0.5%, the ICE BofA U.S. High Yield Index (“High Yield”) returned 2.9%, the S&P/LSTA Leveraged Loan Index (“Loans”) returned 2.2% and the JP Morgan Emerging Market Bond Global Diversified Index (“Emerging Market Debt”) returned 1.4%. By comparison, the ICE BofA U.S. Treasury Index (“Treasuries”) returned -1.8%.

Markets entered 2020 with a flurry of tense global headlines, which muted gains in various credit sectors. Escalating tensions between the U.S. and Iran, the initial outbreak of COVID-19 and a ramp up of U.S. presidential election rhetoric caused investors to look for the sidelines as concerns mounted. By mid-March, virus lockdowns were in place in many countries around the world, and the stampede into safe-haven assets had begun. Unlike the slow-building correction during the 2008 financial crisis, this crisis took place seemingly overnight.

In February 2020, the S&P 500 Index closed at an all-time high. However, by the end of March, it was down nearly 20% year to date and had officially entered bear-market territory. March registered declines across the board: the CBOE Volatility Index registered the highest reading since 2009; oil markets had their worst month since futures started trading in 1983 and West Texas Intermediate (“WTI”) crude oil benchmark fell 55%; the 10-year Treasury briefly traded at a record low 0.32%; Investment Grade fell 7.5%, its worst monthly performance in history; and High Yield declined nearly 12%. Spreads and yields in the high-yield and loan markets reached their widest levels since the financial crisis in 2008.

In response, the Fed implemented a far-reaching set of programs measuring in the trillions of dollars that dwarfed all previous policy accommodations. The huge wave of money led to a rapid turnaround in investor sentiment and a rebound in the markets. Congress also did its part by expanding unemployment benefits and providing financing to cash-starved companies, among other programs.

In the second quarter of 2020, High Yield was up 9.6%, Investment Grade returned 9.3% and the S&P 500 Index gained 20.5%. Several countries made progress re-opening their economies, and the corporate bond market opened with immense volume allowing issuers to raise large amounts of liquidity. Despite investors’ initial concern about the economic impact of the virus, the sheer volume of money injected into the system by the U.S. government brought risk markets back to life. Unfortunately, not all companies could be saved from the economic fallout. By period end, markets began to witness an uptick in distressed credit. As such, caution remained as periodic episodes of volatility were expected to surface in the foreseeable future.

For the 12-month period ended August 31, 2020, Investment Grade returned 7.4%, High Yield returned 3.7%, Loans returned 0.9% and Emerging Market Debt returned 2.7%. Given the record-low interest rates, Treasuries also performed well with a 7.0% return.

 

 

3


American Beacon SiM High Yield Opportunities FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

The Investor Class of the American Beacon SiM High Yield Opportunities Fund (the “Fund”) returned 1.91% for the 12-month period ending August 31, 2020. The Fund underperformed the ICE BofA US High Yield Index (the “Index”) which returned 3.71% during the same period.

Comparison of Change in Value of a $10,000 Investment for the Period from 2/14/2011 through 8/31/2020

 

LOGO

 

Total Returns for the Period ended August 31, 2020

 

    

Ticker

  

1 Year

 

3 Years

  

5 Years

  

Since Inception

2/14/2011

  

Value of $10,000

2/14/2011-

8/31/2020

R5 Class** (1,2,4)

   SHOIX        2.39 %       4.38 %        5.58 %        6.25 %      $ 17,838

Y Class (1,2,4)

   SHOYX        2.33 %       4.32 %        5.52 %        6.16 %      $ 17,683

Investor Class (1,2,4)

   SHYPX        1.91 %       4.00 %        5.22 %        5.85 %      $ 17,210

A Class with sales Charge (1,2,4)

   SHOAX        (2.91 )%       2.25 %        4.12 %        5.23 %      $ 16,267

A Class without sales charge (1,2,4)

   SHOAX        1.94 %       3.92 %        5.14 %        5.77 %      $ 17,080

C Class with sales charge (1,2,4)

   SHOCX        0.22 %       3.27 %        4.44 %        5.05 %      $ 15,996

C Class without sales charge (1,2,4)

   SHOCX        1.22 %       3.27 %        4.44 %        5.05 %      $ 15,996
                          

ICE BofA US High Yield Index (3)

          3.71 %       4.51 %        6.28 %        6.05 %      $ 17,498

 

**

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

 

1.

Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. 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. A Class shares have a maximum sales charge of 4.75%. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

 

2.

A portion of fees charged to the R5 Class of the Fund was waived from Fund inception through 2018 and partially recovered in 2019. Performance prior to waiving fees was lower than actual returns shown for inception through 2018. A portion of fees charged to the Investor Class of the Fund was waived in

 

 

4


American Beacon SiM High Yield Opportunities FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

  2011 and 2012, partially recovered in 2013 and fully recovered in 2016. Performance prior to waiving fees was lower than actual returns shown for 2011 and 2012. A portion of fees charged to the Y Class of the Fund was waived from 2011 through 2013, fully recovered in 2015 and waived in 2016. Performance prior to waiving fees was lower than actual returns shown for 2011 through 2013 and for 2016. A portion of fees charged to the A and C Classes of the Fund was waived from 2011 through 2014, partially recovered in 2015 and fully recovered in 2016. Performance prior to waiving fees was lower than actual returns shown for 2011 through 2014.

 

3.

The ICE BofA US High Yield Index tracks the performance of U.S. dollar denominated, below-investment-grade corporate debt publicly issued in the U.S. domestic market. Qualifying securities must have a below-investment-grade rating and an investment-grade rated country of risk. In addition, qualifying securities must have at least one year remaining term to final maturity, a fixed coupon schedule and a minimum amount outstanding of $100 million. Defaulted securities and securities eligible for the dividends-received deduction are excluded from the Index. One cannot directly invest in an index.

 

4.

The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the R5, Y, Investor, A, and C Class shares were 0.84%, 0.91%, 1.15%, 1.17%, 1.89%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

From a sector allocation perspective, the Fund’s overweight to the Transportation sector and underweight to the Manufacturing sector detracted from relative performance. On the other hand, a significant overweight to the Consumer sector added to the Fund’s relative returns.

Issue selection within the Fund’s Transportation and Service sectors contributed positively to relative returns. Conversely, the Fund’s issue selection within the Manufacturing sector detracted from relative performance.

From a credit quality allocation perspective, the Fund’s underweight to the BB-rated credit category and overweight to the CC-rated credit category detracted from the Fund’s relative performance. On the other hand, an overweight to the BBB-rated and an underweight to the CCC-rated credit categories contributed positively to the Fund’s relative returns.

From a credit quality issue selection standpoint, issue selection within the BBB-rated and CC-rated credit categories contributed positively to relative performance. Security selection within the B-rated credit category somewhat offset this performance by negatively impacting the Fund’s returns.

The sub-advisor’s investment process of identifying long-term secular themes and seeking out-of-favor sectors through bottom-up fundamental research remains in place.

 

Top Ten Holdings (% Net Assets)        
Berry Petroleum Co. LLC, 7.000%, Due 2/15/2026           2.5  
Cenovus Energy, Inc., 6.750%, Due 11/15/2039           2.1  
CES Energy Solutions Corp., 6.375%, Due 10/21/2024           1.7  
MEDNAX, Inc., 6.250%, Due 1/15/2027           1.7  
Churchill Downs, Inc., 4.750%, Due 1/15/2028           1.6  
Select Medical Corp., 6.250%, Due 8/15/2026           1.6  
William Hill PLC, 4.750%, Due 5/1/2026           1.5  
Pilgrim’s Pride Corp., 5.875%, Due 9/30/2027           1.5  
Kratos Defense & Security Solutions, Inc., 6.500%, Due 11/30/2025           1.5  
Boyd Gaming Corp., 4.750%, Due 12/1/2027           1.5  
Total Fund Holdings      102       
       
Sector Allocation (% Investments)        
Consumer, Non-Cyclical           30.2  
Energy           20.6  
Consumer, Cyclical           18.8  
Industrial           16.3  
Technology           5.6  
Communications           5.5  
Financial           1.5  
Basic Materials           1.5  

 

 

5


American Beacon SiM High Yield Opportunities FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

Country Allocation (% Fixed Income)        
United States           71.5  
Canada           17.5  
United Kingdom           3.0  
Norway           2.1  
Monaco           1.4  
Netherlands           1.2  
Brazil           1.1  
Chile           1.1  
Greece           1.1  

 

 

6


American Beacon Sound Point Floating Rate Income FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

The Investor Class of the American Beacon Sound Point Floating Rate Income Fund (the “Fund”) returned -4.53% for the one-year period ended August 31, 2020. The Fund underperformed the Credit Suisse Leveraged Loan Index (the “Index”) return of 0.57% for the same period. For further comparison, the Fund has returned 3.84%, annualized, since inception compared to the Index return of 3.86% for the same period.

Comparison of Change in Value of a $10,000 Investment for the Period from 12/3/2012 through 8/31/2020

 

LOGO

 

Total Returns for the Period ended August 31, 2020

 

      

Ticker

    

1 Year

  

3 Years

  

5 Years

  

Since Inception

12/3/2012

  

Value of $10,000

12/3/2012-

8/31/2020

R5 Class** (1,2,6)

     SPFLX          (4.08 )%        0.74 %        2.51 %        4.08 %      $ 13,626

Y Class (1,2,3,6)

     SPFYX          (4.24 )%        0.64 %        2.38 %        3.99 %      $ 13,540

Investor Class (1,2,3,6)

     SPFPX          (4.53 )%        0.38 %        2.16 %        3.84 %      $ 13,392

A Class with sales Charge (1,2,3,6)

     SOUAX          (6.90 )%        (0.47 )%        1.60 %        3.48 %      $ 13,028

A Class without sales charge (1,2,3,6)

     SOUAX          (4.53 )%        0.39 %        2.12 %        3.82 %      $ 13,367

C Class with sales charge (1,2,3,6)

     SOUCX          (6.25 )%        (0.38 )%        1.40 %        3.35 %      $ 12,904

C Class without sales charge (1,2,3,6)

     SOUCX          (5.25 )%        (0.38 )%        1.40 %        3.35 %      $ 12,904

SP Class (1,2,4,6)

     SPFRX          (4.51 )%        0.39 %        2.18 %        3.82 %      $ 13,372
                               

Credit Suisse Leveraged Loan Index (5)

              0.57 %        3.06 %        3.75 %        3.86 %      $ 13,411

 

**

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

 

1.

Performance shown is historical and is not indicative of future returns. Investment returns and principal value will vary, and shares may be worth more or less at redemption than at original purchase. Performance shown is calculated based on the published end of day net asset values as of the date indicated, and current performance may be lower or higher than the performance data quoted. To obtain performance as of the most recent month end, please visit www.americanbeaconfunds.com or call 1-800-967-9009. 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. A Class shares have a maximum sales charge of 2.50%. The maximum contingent deferred sales charge for the C Class is 1.00% for shares redeemed within one year of the date of purchase.

 

 

7


American Beacon Sound Point Floating Rate Income FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

2.

A portion of the fees charged to the R5 Class of the Fund was waived from Fund inception through 2017 and partially recovered in 2018 and 2019. Performance prior to waiving fees was lower than actual returns shown for Fund inception through 2017. A portion of the fees charged to the Investor Class of the Fund was waived from Fund inception through 2016 and fully recovered in 2017. Performance prior to waiving fees was lower than returns shown for inception through 2016. A portion of the fees charged to the Y Class of the Fund was waived from Fund inception through 2016 and fully recovered in 2017. Performance prior to waiving was lower than actual returns shown for inception through 2016. A portion of the fees charged to A and C Classes was waived from Fund inception through 2016, and partially recovered in 2017 and 2018. Performance prior to waiving fees was lower than actual returns shown for inception through 2016. A portion of fees charged to the SP Class of the Fund was waived from Fund inception through 2016 and partially recovered from 2017 through 2019. Performance prior to waiving fees was lower than actual returns shown for inception through 2016.

 

3.

Fund performance represents the returns achieved by the R5 Class from 12/3/12 up to 12/11/15, the inception date of the Y, Investor, A, and C Classes and the returns of each Class since its inception. Expenses of the R5 Class are lower than the other Classes. Therefore, total returns shown may be higher than they would have been had the Y, Investor, A, and C Classes been in existence since 12/3/12.

 

4.

Fund performance represents the returns achieved by the R5 Class from 12/3/12 up to 5/30/14, the inception date of the SP Class, and the returns of the SP Class since its inception. Expenses of the R5 Class are lower than the SP Class. Therefore, total returns shown may be higher than they would have been had the SP Class been in existence since 12/3/12.

 

5.

The Credit Suisse Leveraged Loan Index is an index designed to mirror the investable universe of the U.S. dollar-denominated leveraged loan market. One cannot directly invest in an index.

 

6.

The Total Annual Fund Operating Expense ratios set forth in the most recent Fund prospectus for the R5, Y, Investor, A, C and SP Class shares were 0.85%, 0.91%, 1.23%, 1.14%, 1.91% and 1.16%, respectively. The expense ratios above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

The Fund’s overweight positions in smaller and lower-rated issuers were the primary causes of its underperformance during the period. Within the Index, low-rated issuers were the most severely impacted by the coronavirus as industries shuttered and unemployment surged. In particular, the Fund’s overweight position in triple-C rated issues was the most adversely affected.

The Fund did, however, benefit from its traditional underweight position in the energy, commodity, and retail sectors as they were severely impacted by the virus shutdowns. Conversely, the Fund also typically avoids segments within the health care industry given their low relative value; however, they performed well during this period given the focus on healthcare services and vaccine development.

The Fund experienced certain credit events which weighed on performance. Disruptions in company transactions, such as selling or merging business segments, and contractions in consumer activity led issuers to engage in debt restructurings or negotiate with creditors for financial flexibility. While the Fund’s holdings are generally well secured by collateral of the issuer, the process of restructuring can lead to volatility, especially in unsettled markets.

The Fund’s exposure to smaller issuers also hindered performance as such companies generally have less financial flexibility during periods of market stress. While they may offer attractive risk-adjusted returns and are overlooked by investors in calm markets, they tend to lag during periods of volatility. Investors gravitated toward the largest and most-liquid issues in the Index, and relative value considerations were temporarily put on hold during the period.

The U.S. Government’s extraordinary support for the economy helped to mitigate the impact of the virus and produced a rapid recovery by period end. The large issues that investors sold for liquidity when the crisis hit were the first to recover as markets stabilized. Additionally, the new-issue market surged as markets opened for companies to raise much-needed cash at very attractive levels for investors. The Fund sought to take advantage of opportunities in the new-issue market as cash flows and trading allowed. By period end, the largest issuers had produced the highest total returns in the Index.

While the period was unusual, the Fund maintained its focus on generating higher yield and lower volatility than the Index over a market cycle. The sub-advisor continued to build a defensive portfolio with attractive risk/reward opportunities in issuers that they believe were oversold, well-capitalized and less correlated to the pandemic.

 

 

8


American Beacon Sound Point Floating Rate Income FundSM

Performance Overview

August 31, 2020 (Unaudited)

 

 

Top Ten Holdings (% Net Assets)        
Mileage Plus Holdings LLC, 6.250%, Due 6/25/2027, 2020 Term Loan B, (3-mo. LIBOR + 5.250%)           1.4  
VFH Parent LLC, 3.164%, Due 3/1/2026, 2019 Term Loan B, (1-mo. LIBOR + 3.000%)           1.4  
LogMeIn, Inc., Due 8/14/2027, Term Loan B           1.2  
ABG Intermediate Holdings LLC, 4.500%, Due 9/27/2024, 2017 1st Lien Add-On Term Loan, (3-mo. LIBOR + 3.500%)           1.1  
TEN-X LLC, 5.000%, Due 9/27/2024, 1st Lien Term Loan, (1-mo. LIBOR + 4.000%)           1.0  
Blount International, Inc., 4.750%, Due 4/12/2023, 2018 Term Loan B, (1-mo. LIBOR + 3.750%)           1.0  
William Morris Endeavor Entertainment LLC, 9.500%, Due 5/18/2025, 2020 Term Loan B2, (1-mo. LIBOR + 8.500%)           1.0  
SMB Shipping Logistics LLC, 5.000%, Due 2/2/2024, 1st Lien Term Loan, (3-mo. LIBOR + 4.000%)           0.9  
Alphabet Holding Co., Inc., 3.656%, Due 9/26/2024, 2017 1st Lien Term Loan, (1-mo. LIBOR + 3.500%)           0.9  
APX Group, Inc., 5.156%, Due 12/31/2025, 2020 Term Loan, (1-mo. LIBOR + 5.000%, 3-mo. PRIME + 4.000%)           0.9  
Total Fund Holdings      250       
       
Sector Allocation (% Investments)        
Consumer, Non-Cyclical           18.2  
Consumer, Cyclical           17.2  
Communications           17.2  
Technology           15.6  
Industrial           13.4  
Financial           10.5  
Basic Materials           3.5  
Utilities           1.8  
Energy           1.7  
Diversified           0.8  
Information Technology           0.1  

 

 

9


American Beacon FundsSM

Expense Examples

August 31, 2020 (Unaudited)

 

 

American Beacon SiM High Yield Opportunities Fund

 

    Beginning Account Value
3/1/2020
  Ending Account Value
8/31/2020
  Expenses Paid During
Period
3/1/2020-8/31/2020*
R5 Class**            
Actual       $1,000.00       $1,020.40       $4.32
Hypothetical***       $1,000.00       $1,020.86       $4.32
Y Class            
Actual       $1,000.00       $1,018.90       $4.72
Hypothetical***       $1,000.00       $1,020.46       $4.72
Investor Class            
Actual       $1,000.00       $1,017.30       $6.19
Hypothetical***       $1,000.00       $1,019.00       $6.19
A Class            
Actual       $1,000.00       $1,017.60       $5.88
Hypothetical***       $1,000.00       $1,019.31       $5.89
C Class            
Actual       $1,000.00       $1,013.90       $9.67
Hypothetical***       $1,000.00       $1,015.53       $9.68

 

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.85%, 0.93%, 1.22%, 1.16%, and 1.91% for the R5, Y, Investor, A, and C Classes, respectively, 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 (366) to reflect the half-year period.

**

Formerly known as Institutional Class.

***

5% return before expenses.

 

American Beacon Sound Point Floating Rate Income Fund

 

    Beginning Account Value
3/1/2020
  Ending Account Value
8/31/2020
  Expenses Paid During
Period
3/1/2020-8/31/2020*
R5 Class**            
Actual       $1,000.00       $954.50       $4.32
Hypothetical***       $1,000.00       $1,020.71       $4.47
Y Class            
Actual       $1,000.00       $953.20       $4.71
Hypothetical***       $1,000.00       $1,020.31       $4.88
Investor Class            
Actual       $1,000.00       $951.70       $6.18
Hypothetical***       $1,000.00       $1,018.80       $6.39
A Class            
Actual       $1,000.00       $951.30       $5.69
Hypothetical***       $1,000.00       $1,019.31       $5.89
C Class            
Actual       $1,000.00       $947.70       $9.50
Hypothetical***       $1,000.00       $1,015.38       $9.83
SP Class            
Actual       $1,000.00       $952.40       $5.69
Hypothetical***       $1,000.00       $1,019.31       $5.89

 

*

Expenses are equal to the Fund’s annualized expense ratios for the six-month period of 0.88%, 0.96%, 1.26%, 1.16%, 1.94%, and 1.16% for the R5, Y, Investor, A, C, and SP Classes, respectively, 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 (366) to reflect the half-year period.

**

Formerly known as Institutional Class.

***

5% return before expenses.

 

 

10


American Beacon FundsSM

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders of American Beacon SiM High Yield Opportunities Fund and American Beacon Sound Point Floating Rate Income Fund and the Board of Trustees of American Beacon Funds

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of American Beacon SiM High Yield Opportunities Fund and American Beacon Sound Point Floating Rate Income Fund (collectively referred to as the “Funds”), (two of the funds constituting American Beacon Funds (the “Trust”)), including the schedules of investments, as of August 31, 2020, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds (two of the funds constituting American Beacon Funds) at August 31, 2020, the results of their operations for the year then ended, the changes in net assets for each of the two years in the period then ended and their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on each of the Funds’ 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 Trust 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 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. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

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 procedures included confirmation of securities owned as of August 31, 2020, by correspondence with the custodian, brokers and agent banks or by other appropriate auditing procedures where replies from brokers or agent banks were not received. 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. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more American Beacon investment companies since 1987.

Dallas, Texas

October 28, 2020

 

 

11


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 0.69%            
Energy - 0.44%            
Oil, Gas & Consumable Fuels - 0.44%            
KNOT Offshore Partners LP       375,592         $ 4,642,317
Pioneer Energy Services Corp.A B F       75,602           821,794
           

 

 

 
              5,464,111
           

 

 

 
           

Total Energy

              5,464,111
           

 

 

 
           
Financials - 0.21%            
Mortgage Real Estate Investment Trusts (REITs) - 0.21%            
Annaly Capital Management, Inc.       359,000           2,638,650
           

 

 

 
           
Materials - 0.04%            
Chemicals - 0.04%            
CVR Partners LP       566,971           521,556
           

 

 

 
           

Total Common Stocks (Cost $12,412,533)

              8,624,317
           

 

 

 
           
    Principal Amount*        
BANK LOAN OBLIGATIONSC - 0.24%            
Energy - 0.24%            
Oil & Gas - 0.24%            
California Resources Corp.,            

11.375%, Due 12/31/2021, Second Out Term Loan, (3-mo. LIBOR + 10.375%)

    $             16,590,000           380,243

5.750%, Due 12/31/2022, 2017 1st Lien Term Loan, (3-mo. LIBOR + 4.750%)

      7,100,000           2,565,869
           

 

 

 
              2,946,112
           

 

 

 
           

Total Energy

              2,946,112
           

 

 

 
           

Total Bank Loan Obligations (Cost $13,953,335)

              2,946,112
           

 

 

 
           
CORPORATE OBLIGATIONS - 64.29%            
Basic Materials - 1.28%            
Chemicals - 1.28%            
CVR Partners LP / CVR Nitrogen Finance Corp., 9.250%, Due 6/15/2023D       16,245,000           15,960,713
           

 

 

 
           
Communications - 3.86%            
Internet - 2.70%            
Go Daddy Operating Co. LLC / GD Finance Co., Inc., 5.250%, Due 12/1/2027D       15,760,000           16,745,000
VeriSign, Inc., 4.750%, Due 7/15/2027       15,940,000           16,976,100
           

 

 

 
              33,721,100
           

 

 

 
           
Media - 0.89%            
Diamond Sports Group LLC / Diamond Sports Finance Co.,            

5.375%, Due 8/15/2026D

      3,600,000           2,808,000

6.625%, Due 8/15/2027D

      14,740,000           8,291,250
           

 

 

 
              11,099,250
           

 

 

 
           
Telecommunications - 0.27%            
Gogo Intermediate Holdings LLC / Gogo Finance Co., Inc., 9.875%, Due 5/1/2024D       3,189,000           3,316,560
           

 

 

 
           

Total Communications

              48,136,910
           

 

 

 
           
Consumer, Cyclical - 15.05%            
Entertainment - 7.54%            
Buena Vista Gaming Authority, 13.000%, Due 4/1/2023D       4,654,000           4,467,840
Caesars Resort Collection LLC / CRC Finco, Inc., 5.250%, Due 10/15/2025D       13,390,000           12,819,184

 

See accompanying notes

 

12


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount*       Fair Value
             
CORPORATE OBLIGATIONS - 64.29% (continued)            
Consumer, Cyclical - 15.05% (continued)            
Entertainment - 7.54% (continued)            
Churchill Downs, Inc., 4.750%, Due 1/15/2028D     $ 19,277,000         $ 19,662,540
Cinemark USA, Inc.,            

5.125%, Due 12/15/2022

      2,670,000           2,503,125

4.875%, Due 6/1/2023

      17,119,000           15,749,480
Downstream Development Authority of the Quapaw Tribe of Oklahoma,
10.500%, Due 2/15/2023D
      14,586,000           13,273,260
Live Nation Entertainment, Inc., 4.750%, Due 10/15/2027D       13,660,000           12,900,094
Six Flags Entertainment Corp., 5.500%, Due 4/15/2027D       12,910,000           12,587,250
           

 

 

 
              93,962,773
           

 

 

 
           
Household Products/Wares - 1.00%            
CD&R Smokey Buyer, Inc., 6.750%, Due 7/15/2025D                   11,669,000           12,485,830
           

 

 

 
           
Lodging - 3.70%            
Boyd Gaming Corp., 4.750%, Due 12/1/2027       18,769,000           18,677,595
Marriott Ownership Resorts, Inc., 4.750%, Due 1/15/2028       6,945,000           6,528,300
Marriott Ownership Resorts, Inc. / ILG LLC, 6.500%, Due 9/15/2026       5,330,000           5,536,537
Station Casinos LLC, 5.000%, Due 10/1/2025D       15,505,000           15,320,956
           

 

 

 
              46,063,388
           

 

 

 
           
Retail - 2.81%            
Brinker International, Inc.,            

3.875%, Due 5/15/2023

      11,135,000           10,856,625

5.000%, Due 10/1/2024D

      2,420,000           2,407,900
QVC, Inc.,            

5.450%, Due 8/15/2034

      10,070,000           10,019,650

5.950%, Due 3/15/2043

      5,530,000           5,281,150
Sonic Automotive, Inc., 6.125%, Due 3/15/2027       6,190,000           6,476,288
           

 

 

 
              35,041,613
           

 

 

 
           

Total Consumer, Cyclical

              187,553,604
           

 

 

 
           
Consumer, Non-Cyclical - 22.69%            
Agriculture - 0.99%            
Darling Ingredients, Inc., 5.250%, Due 4/15/2027D       11,640,000           12,352,950
           

 

 

 
           
Commercial Services - 2.65%            
AMN Healthcare, Inc., 4.625%, Due 10/1/2027D       17,185,000           17,947,670
Gartner, Inc., 5.125%, Due 4/1/2025D       14,445,000           15,018,467
           

 

 

 
              32,966,137
           

 

 

 
           
Food - 5.23%            
JBS USA LUX S.A. / JBS USA Food Co. / JBS USA Finance, Inc., 5.500%, Due 1/15/2030D       16,574,000           18,412,391
Pilgrim’s Pride Corp., 5.875%, Due 9/30/2027D       17,731,000           18,839,187
Simmons Foods, Inc., 5.750%, Due 11/1/2024D       12,050,000           12,291,000
TreeHouse Foods, Inc., 4.000%, Due 9/1/2028       15,400,000           15,672,426
           

 

 

 
              65,215,004
           

 

 

 
           
Health Care - Products - 2.21%            
Avantor Funding, Inc., 4.625%, Due 7/15/2028D       11,640,000           12,311,628
Teleflex, Inc., 4.625%, Due 11/15/2027       14,370,000           15,268,125
           

 

 

 
              27,579,753
           

 

 

 
           
Health Care - Services - 10.24%            
Acadia Healthcare Co., Inc., 5.500%, Due 7/1/2028D       12,028,000           12,479,050
Charles River Laboratories International, Inc., 5.500%, Due 4/1/2026D       14,191,000           14,900,550
HCA, Inc., 4.500%, Due 2/15/2027       12,596,000           14,393,643
IQVIA, Inc., 5.000%, Due 5/15/2027D       14,710,000           15,483,819

 

See accompanying notes

 

13


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount*       Fair Value
             
CORPORATE OBLIGATIONS - 64.29% (continued)            
Consumer, Non-Cyclical - 22.69% (continued)            
Health Care - Services - 10.24% (continued)            
MEDNAX, Inc., 6.250%, Due 1/15/2027D     $ 19,730,000         $ 20,913,800
Select Medical Corp., 6.250%, Due 8/15/2026D       17,985,000           19,320,746
Tenet Healthcare Corp., 4.875%, Due 1/1/2026D       15,930,000           16,567,200
Universal Health Services, Inc., 5.000%, Due 6/1/2026D       13,016,000           13,471,560
           

 

 

 
              127,530,368
           

 

 

 
           
Pharmaceuticals - 1.37%            
Elanco Animal Health, Inc., 5.900%, Due 8/28/2028       14,430,000           17,063,691
           

 

 

 
           

Total Consumer, Non-Cyclical

              282,707,903
           

 

 

 
           
Energy - 4.40%            
Oil & Gas - 4.40%            
Berry Petroleum Co. LLC, 7.000%, Due 2/15/2026D       37,425,000           30,688,500
Denbury Resources, Inc., 7.750%, Due 2/15/2024D E       12,820,000           6,410,000
Murphy Oil Corp.,            

5.875%, Due 12/1/2027

      13,100,000           12,584,122

6.375%, Due 12/1/2042

      5,975,000           5,108,625
           

 

 

 
              54,791,247
           

 

 

 
           

Total Energy

              54,791,247
           

 

 

 
           
Financial - 1.23%            
REITS - 1.23%            
MPT Operating Partnership LP / MPT Finance Corp., 4.625%, Due 8/1/2029       14,290,000           15,254,003
           

 

 

 
           
Industrial - 10.31%            
Aerospace/Defense - 1.50%            
Kratos Defense & Security Solutions, Inc., 6.500%, Due 11/30/2025D       17,815,000           18,705,750
           

 

 

 
           
Engineering & Construction - 1.05%            
AECOM, 5.875%, Due 10/15/2024       11,759,000           13,096,586
           

 

 

 
           
Machinery - Construction & Mining - 1.29%            
BWX Technologies, Inc., 5.375%, Due 7/15/2026D       15,381,000           16,111,598
           

 

 

 
           
Machinery - Diversified - 1.40%            
JPW Industries Holding Corp., 9.000%, Due 10/1/2024C       18,410,000           17,466,250
           

 

 

 
           
Transportation - 5.07%            
Borealis Finance LLC, 7.500%, Due 11/16/2023D       14,410,000           11,528,000
Eagle Bulk Shipco LLC, 8.250%, Due 11/28/2022       16,996,697           16,019,387
Navios Maritime Acquisition Corp. / Navios Acquisition Finance US, Inc.,
8.125%, Due 11/15/2021D
      23,540,000           15,301,000
Navios Maritime Holdings, Inc. / Navios Maritime Finance II US, Inc., 11.250%, Due 8/15/2022D                   17,840,000           13,558,400
Navios South American Logistics, Inc. / Navios Logistics Finance US, Inc.,
10.750%, Due 7/1/2025D
      6,225,000           6,738,562
           

 

 

 
              63,145,349
           

 

 

 
           

Total Industrial

              128,525,533
           

 

 

 
           
Technology - 5.47%            
Computers - 3.34%            
Booz Allen Hamilton, Inc., 3.875%, Due 9/1/2028D       15,365,000           15,936,578
Leidos, Inc.,            

7.125%, Due 7/1/2032

      11,875,000           15,615,625

5.500%, Due 7/1/2033

      8,771,000           10,086,650
           

 

 

 
              41,638,853
           

 

 

 

 

See accompanying notes

 

14


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount*       Fair Value
             
CORPORATE OBLIGATIONS - 64.29% (continued)            
Technology - 5.47% (continued)            
Semiconductors - 2.13%            
Entegris, Inc., 4.625%, Due 2/10/2026D     $ 14,596,000         $ 15,074,895
Qorvo, Inc., 5.500%, Due 7/15/2026       10,775,000           11,430,659
           

 

 

 
              26,505,554
           

 

 

 
           

Total Technology

              68,144,407
           

 

 

 
           

Total Corporate Obligations (Cost $792,661,855)

              801,074,320
           

 

 

 
           
CONVERTIBLE OBLIGATIONS - 4.52%            
Communications - 1.47%            
Internet - 0.48%            
Perficient, Inc., 1.250%, Due 08/1/2025D       5,555,000           5,963,178
           

 

 

 
           
Telecommunications - 0.99%            
Gogo, Inc., 6.000%, Due 05/15/2022       12,048,000           12,409,440
           

 

 

 
           

Total Communications

              18,372,618
           

 

 

 
           
Consumer, Cyclical - 0.33%            
Entertainment - 0.33%            
Cinemark Holdings, Inc., 4.500%, Due 08/15/2025D       3,230,000           4,144,571
           

 

 

 
           
Consumer, Non-Cyclical - 1.06%            
Food - 1.06%            
Chefs’ Warehouse, Inc., 1.875%, Due 12/1/2024D       17,830,000           13,183,280
           

 

 

 
           
Energy - 1.13%            
Oil & Gas - 1.13%            
Denbury Resources, Inc., 6.375%, Due 12/31/2024D E                   10,487,000           1,625,485
Pioneer Energy Services Corp., PIK (in-kind rate 5.000%), 5.000%, Due 11/15/2025A D F       12,395,000           12,412,725
           

 

 

 

Total Oil & Gas

              14,038,210
           

 

 

 
           

Total Energy

              14,038,210
           

 

 

 
           
Industrial - 0.53%            
Aerospace/Defense - 0.53%            
Kaman Corp., 3.250%, Due 05/1/2024       6,485,000           6,615,741
           

 

 

 
           

Total Convertible Obligations (Cost $63,063,064)

              56,354,420
           

 

 

 
           
FOREIGN CONVERTIBLE OBLIGATIONS - 1.31% (Cost $16,867,143)            
Industrial - 1.31%            
Transportation - 1.31%            
Scorpio Tankers, Inc., 3.000%, Due 05/15/2022       18,191,000           16,322,687
           

 

 

 
           
FOREIGN CORPORATE OBLIGATIONS - 26.17%            
Consumer, Cyclical - 2.93%            
Entertainment - 2.93%            
Ladbrokes Group Finance PLC, 5.125%, Due 9/8/2023G       GBP    12,800,000           17,555,271
William Hill PLC, 4.750%, Due 5/1/2026G       GBP    14,012,000           18,983,779
           

 

 

 
              36,539,050
           

 

 

 
           

Total Consumer, Cyclical

              36,539,050
           

 

 

 
           
Consumer, Non-Cyclical - 5.63%            
Agriculture - 1.18%            
Cooke Omega Investments, Inc. / Alpha VesselCo Holdings, Inc., 8.500%, Due 12/15/2022D       14,300,000           14,729,000
           

 

 

 
           

 

See accompanying notes

 

15


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount*       Fair Value
             
FOREIGN CORPORATE OBLIGATIONS - 26.17% (continued)            
Consumer, Non-Cyclical - 5.63% (continued)            
Commercial Services - 0.97%            
Ritchie Bros Auctioneers, Inc., 5.375%, Due 1/15/2025D     $ 11,740,000         $ 12,121,550
           

 

 

 
           
Food - 3.48%            
Clearwater Seafoods, Inc., 6.875%, Due 5/1/2025D       16,285,000           16,488,563
Minerva Luxembourg S.A., 6.500%, Due 9/20/2026D       12,725,000           13,456,815
Nova Austral S.A., 8.250%, Due 5/26/2021D G                   29,700,000           13,365,000
           

 

 

 
              43,310,378
           

 

 

 
           

Total Consumer, Non-Cyclical

              70,160,928
           

 

 

 
           
Energy - 14.22%            
Oil & Gas - 14.22%            
Athabasca Oil Corp., 9.875%, Due 2/24/2022D       34,996,000           13,210,990
Baytex Energy Corp., 8.750%, Due 4/1/2027D       23,115,000           11,326,350
Canadian Natural Resources Ltd.,            

6.450%, Due 6/30/2033

      5,330,000           6,735,078

6.250%, Due 3/15/2038

      8,630,000           10,833,306

6.750%, Due 2/1/2039

      8,610,000           11,160,457
Cenovus Energy, Inc.,            

4.250%, Due 4/15/2027

      7,110,000           6,760,935

6.750%, Due 11/15/2039

      24,734,000           25,770,779
CES Energy Solutions Corp., 6.375%, Due 10/21/2024D       CAD    30,647,000           21,792,535
MEG Energy Corp.,            

7.000%, Due 3/31/2024D

      16,330,000           16,207,525

6.500%, Due 1/15/2025D

      4,150,000           4,233,000

7.125%, Due 2/1/2027D

      12,005,000           11,486,024
OKEA ASA,            

6.806%, Due 6/28/2023, (3-mo. USD LIBOR + 6.500%)G H

      16,600,000           15,355,000

8.750%, Due 12/11/2024

      11,100,000           9,607,356

Vermilion Energy, Inc., 5.625%, Due 3/15/2025D

      15,095,000           12,679,800
           

 

 

 
              177,159,135
           

 

 

 
           

Total Energy

              177,159,135
           

 

 

 
           
Industrial - 3.39%            
Machinery - Diversified - 1.20%            
ATS Automation Tooling Systems, Inc., 6.500%, Due 6/15/2023D       14,844,000           15,014,112
           

 

 

 
           
Transportation - 2.19%            
Diana Shipping, Inc., 9.500%, Due 9/27/2023       14,100,000           13,077,750
MPC Container Ships Invest B.V., 5.056%, Due 9/22/2022, (3-mo. USD LIBOR + 4.750%)G H       17,700,000           14,204,250
           

 

 

 
              27,282,000
           

 

 

 
           

Total Industrial

              42,296,112
           

 

 

 
           

Total Foreign Corporate Obligations (Cost $333,066,110)

              326,155,225
           

 

 

 
    Shares        
             
SHORT-TERM INVESTMENTS - 1.54% (Cost $19,195,338)            
Investment Companies - 1.54%            
American Beacon U.S. Government Money Market Select Fund, 0.01%I J       19,195,338           19,195,338
           

 

 

 
           

TOTAL INVESTMENTS - 98.76% (Cost $1,251,219,378)

              1,230,672,419

OTHER ASSETS, NET OF LIABILITIES - 1.24%

              15,451,082
           

 

 

 

TOTAL NET ASSETS - 100.00%

            $ 1,246,123,501
           

 

 

 
             

Percentages are stated as a percent of net assets.

*In U.S. Dollars unless otherwise noted.

                 

A Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $13,234,519 or 1.06% of net assets.

B Non-income producing security.

 

See accompanying notes

 

16


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

C Bank loan obligations, unless otherwise stated, carry a floating rate of interest. The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

D 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 $754,316,431 or 60.53% of net assets. The Fund has no right to demand registration of these securities.

E Default Security. At period end, the amount of securities in default was $8,035,485 or 0.64% of net assets.

F Value was determined using significant unobservable inputs.

G Reg S - Security purchased under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration.

H 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, LIBOR or PRIME plus a fixed spread. The interest rate disclosed reflects the rate in effect on August 31, 2020.

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

J 7-day yield.

LIBOR - London Interbank Offered Rate.

LLC - Limited Liability Company.

LP - Limited Partnership.

PIK - Payment in Kind.

PLC - Public Limited Company.

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

REIT - Real Estate Investment Trust.

 

Short Futures Contracts Open on August 31, 2020:

 

Currency Futures Contracts  
Description      Number of
Contracts
     Expiration Date      Notional Amount    Contract Value      Unrealized
Appreciation
(Depreciation)
 
British Pound Currency Futures      442      September 2020      $(35,158,178)    $ (36,959,488    $ (1,801,310
Canadian Dollar Currency Futures      281      September 2020      (21,001,674)      (21,572,370      (570,696
              

 

  

 

 

    

 

 

 
     $(56,159,852)    $ (58,531,858    $ (2,372,006
              

 

  

 

 

    

 

 

 

 

Glossary:
Currency Abbreviations:
CAD      Canadian Dollar
GBP      Pound Sterling
USD      United States Dollar

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of August 31, 2020, the investments were classified as described below:

 

SiM High Yield Opportunities Fund

  Level 1           Level 2           Level 3           Total  
Assets  

Common Stocks

  $ 7,802,523       $ -       $ 821,794       $ 8,624,317  

Bank Loan Obligations

    -         2,946,112         -         2,946,112  

Corporate Obligations

    -         801,074,320         -         801,074,320  

Convertible Obligations

    -         43,941,695         12,412,725         56,354,420  

Foreign Convertible Obligations

    -         16,322,687         -         16,322,687  

Foreign Corporate Obligations

    -         326,155,225         -         326,155,225  

Short-Term Investments

    19,195,338         -         -         19,195,338  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Investments in Securities – Assets

  $ 26,997,861       $ 1,190,440,039       $ 13,234,519       $ 1,230,672,419  
 

 

 

     

 

 

     

 

 

     

 

 

 

Financial Derivative Instruments - Liabilities

 

Futures Contracts

  $ (2,372,006     $ -       $ -       $ (2,372,006
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Financial Derivative Instruments - Liabilities

  $ (2,372,006     $ -       $ -       $ (2,372,006
 

 

 

     

 

 

     

 

 

     

 

 

 

 

See accompanying notes

 

17


American Beacon SiM High Yield Opportunities FundSM

Schedule of Investments

August 31, 2020

 

 

U.S. GAAP requires transfers between all levels to/from level 3 be disclosed. During the year ended August 31, 2020, there were no transfers into or out of Level 3.

The following table is a reconciliation of Level 3 assets within the Fund for which significant unobservable inputs were used to determine fair value. Transfers in or out of Level 3 represent the ending value of any security or instrument where a change in the level has occurred from the beginning to the end of the period:

 

Security Type

 

Balance as
of
8/31/2019

   

Purchases

   

Sales

   

Accrued
Discounts
(Premiums)

   

Realized
Gain (Loss)

   

Change in
Unrealized
Appreciation
(Depreciation)

   

Transfer
into
Level 3

   

Transfer
out of
Level 3

   

Balance as
of
8/31/2020

   

Unrealized
Appreciation
(Depreciation)
at Year end**

 

Common Stock

  $                 -     $ 782,481     $             -     $ -     $ -     $ 39,313     $ -     $ -     $ 821,794     $ 39,313  
Convertible Obligations     -       11,477,000       -       35,602       -       900,123       -       -       12,412,725       900,123  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $                 -     $ 12,259,481     $             -     $ 35,602     $ -     $ 939,436     $ -     $ -     $ 13,234,519     $ 939,436  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

**

Change in unrealized appreciation (depreciation) attributable to Level 3 securities held at year end. This balance is included in the change in unrealized appreciation (depreciation) on the Statements of Operations.

The following is a summary of significant unobservable inputs used in the fair valuation of the asset categorized within Level 3 of the fair value hierarchy:

 

Security Type   

Fair Value

At

8/31/2020

    

Valuation

Technique

  

Unobservable

Inputs

  

Input

Assumptions

  

Fair

Value at
8/31/2020 per
share

 

Common Stock

   $ 821,794      Enterprise Value
Method
   EBITDA Estimate, EBITDA Comparable, Illiquidity Discount    EBITDA Estimate, EBITDA Comparable, Illiquidity Discount(1)      10.87 USD  

Convertible Obligations

   $ 12,412,725      Black Scholes
Model
   Common Stock Valuation Estimate, Index Derived Implied Credit Spread, Equity Volatility    Common Stock Valuation Estimate, Index Derived Implied Credit Spread, Equity Volatility(2)      100.143 USD  

 

(1) 

An EBITDA estimate for 2020 / 2021 for Pioneer was used at period end, however the EV / EBITDA multiple was revised from the prior multiple of 16.1x to 14.4x as a result of downward revisions to the enterprise values of the two comparable companies and decrease in net debt position of Pioneer. A 20% illiquidity discount has been applied to the enterprise value. An increase in EBITDA Estimates or comparables would result in an increase in the valuation and conversely a decrease in either of these unobservable inputs would result in a decrease to the valuation. An increase to the illiquidity discount would result in a decrease to the valuation and conversely a decrease in the illiquidity discount would result in a valuation increase.

(2) 

The common stock valuation for Pioneer was estimated based on documents filed with the Chapter 11 bankruptcy court. An implied credit spread of 2250 bp was used. This credit spread corresponds to the OAS (Option Adjusted Spread) of the ICE BofA High Yield Energy Equipment & Services Index (Ticker HESN). The high yield sector spreads tightened from June to August 2020. Equity volatility of 45% was also used. An increase in the common stock valuation estimate would result in an increase in the valuation and conversely a decrease in the unobservable input would result in a decrease to the valuation. An increase in the credit spread would result in a decrease in the valuation and conversely a decrease in this unobservable input would result in an increase to the valuation. An increase in the equity volatility would result in an increase in the valuation and conversely a decrease in the unobservable input would result in a decrease in the valuation.

 

See accompanying notes

 

18


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Shares       Fair Value
             
COMMON STOCKS - 0.04%            
Consumer Discretionary - 0.02%            
Commercial Services & Supplies - 0.01%            
Constellis Holdings LLCA       69,609         $ 52,207
           

 

 

 
           
Diversified Consumer Services - 0.00%            
Tweddle Group, Inc.A B C       2,722           4,137
           

 

 

 
           
Entertainment - 0.01%            
Deluxe EntertainmentA       102,794           43,687
           

 

 

 
           

Total Consumer Discretionary

              100,031
           

 

 

 
           
Energy - 0.01%            
Oil, Gas & Consumable Fuels - 0.01%            
Southcross Energy Partners LPA       336,500           33,650
           

 

 

 
           
Financials - 0.00%            
Diversified Financial Services - 0.00%            
RCS 2L EscrowA B C       667           -
           

 

 

 
           
Information Technology - 0.01%            
Communications Equipment - 0.01%            
4L Technologies, Inc.A       140,935           70,467
Internap Corp.A       87,247           873
           

 

 

 
              71,340
           

 

 

 
           

Total Information Technology

              71,340
           

 

 

 
           

Total Common Stocks (Cost $1,894,741)

              205,021
           

 

 

 
           
WARRANTS - 0.00% (Cost $-)            
Materials - 0.00%            
Euramax Holdings, Inc.A B C       20           -
           

 

 

 
           
PREFERRED STOCKS - 0.46%            
Energy - 0.37%            
Oil, Gas & Consumable Fuels - 0.37%            
Southcross Energy Partners LPA                   2,686,976           2,256,247
           

 

 

 
           
Information Technology - 0.09%            
Communications Equipment - 0.09%            
4L Technologies, Inc.A B C       5,113           511,321
           

 

 

 
           

Total Preferred Stocks (Cost $2,581,476)

              2,767,568
           

 

 

 
           
    Principal Amount        
BANK LOAN OBLIGATIONSD - 85.84%            
Basic Materials - 3.28%            
Chemicals - 1.95%            
Archroma Finance SARL, 4.558%, Due 8/12/2024, USD 2017 Term Loan B2, (3-mo. LIBOR + 4.250%, 6-mo. LIBOR + 4.250%)     $ 1,617,300           1,504,089
Ascend Performance Materials Operations LLC, 6.250%, Due 8/27/2026, 2019 Term Loan B, (3-mo. LIBOR + 5.250%)       1,489,743           1,477,333
ASP Unifrax Holdings, Inc., 8.813%, Due 12/14/2026, 2nd Lien Term Loan, (3-mo. LIBOR + 8.500%)       2,287,000           1,835,317
Illuminate Buyer, LLC, 4.308%, Due 6/16/2027, Term Loan, (3-mo. LIBOR + 4.000%)       2,542,000           2,526,748

 

See accompanying notes

 

19


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Basic Materials - 3.28% (continued)            
Chemicals - 1.95% (continued)            
New Arclin US Holding Corp., 9.750%, Due 2/14/2025, 2nd Lien Term Loan, (1-mo. LIBOR + 8.750%)     $ 2,720,000         $ 2,366,400
Starfruit Finco B.V., 3.164%, Due 10/1/2025, 2018 USD Term Loan B, (1-mo. LIBOR + 3.000%)       1,110,116           1,076,290
Tronox Finance LLC, 3.156%, Due 9/23/2024, Term Loan B, (1-mo. LIBOR + 3.000%)       1,003,000           981,526
           

 

 

 
              11,767,703
           

 

 

 
           
Forest Products & Paper - 0.42%            
Asplundh Tree Expert, LLC, Due 8/18/2027, Term Loan BE                   2,500,000           2,500,775
           

 

 

 
           
Iron/Steel - 0.91%            
Phoenix Services International LLC, 4.750%, Due 3/1/2025, Term Loan, (1-mo. LIBOR + 3.750%)       5,825,102           5,479,266
           

 

 

 
           

Total Basic Materials

              19,747,744
           

 

 

 
           
Communications - 13.35%            
Advertising - 2.00%            
ABG Intermediate Holdings LLC, 4.500%, Due 9/27/2024, 2017 1st Lien Add-On Term Loan, (3-mo. LIBOR + 3.500%)       7,040,029           6,890,428
Polyconcept Investments B.V., 5.500%, Due 8/16/2023, USD 2016 Term Loan B, (3-mo. LIBOR + 4.500%)       2,681,098           2,111,365
Vestcom Parent Holdings, Inc., 5.072%, Due 12/19/2023, 2016 1st Lien Term Loan, (3-mo. LIBOR + 4.000%, 3-mo. PRIME + 3.000%)       3,208,142           3,059,766
           

 

 

 
              12,061,559
           

 

 

 
           
Internet - 3.17%            
Airbnb, Inc., 8.500%, Due 4/17/2025, Term Loan, (1-mo. LIBOR + 7.500%, 3-mo. LIBOR + 7.500%)       2,000,000           2,110,000
Ancestry.com Operations, Inc., 4.410%, Due 8/27/2026, 2019 Extended Term Loan B, (1-mo. LIBOR + 4.250%)       2,600,681           2,595,479
EIG Investors Corp., 4.750%, Due 2/9/2023, 2018 1st Lien Term Loan, (1-mo. LIBOR + 3.750%, 3-mo. LIBOR + 3.750%)       1,150,722           1,143,530
Internap Corp.,            

11.000%, Due 5/8/2023, 2020 First Out Term Loan, (3-mo. LIBOR + 10.000%)

      130,048           124,846

4.000%, Due 5/8/2025, 2020 Second Out Term Loan, PIK (in-kind rate 3.500%)

      396,210           217,916
ION Trading Technologies SARL, 5.072%, Due 11/21/2024, USD Incremental Term Loan B, (3-mo. LIBOR + 4.000%)       1,994,801           1,946,706
ProQuest LLC, 3.656%, Due 10/23/2026, 2019 Term Loan, (1-mo. LIBOR + 3.500%)       3,258,625           3,214,829
TEN-X LLC, 5.000%, Due 9/27/2024, 1st Lien Term Loan, (1-mo. LIBOR + 4.000%)       6,280,289           5,903,472
Web.com Group, Inc., 3.933%, Due 10/10/2025, 2018 Term Loan B, (1-mo. LIBOR + 3.750%)       1,931,000           1,862,932
           

 

 

 
              19,119,710
           

 

 

 
           
Media - 3.21%            
Cengage Learning, Inc., 5.250%, Due 6/7/2023, 2016 Term Loan B, (3-mo. LIBOR + 4.250%)       3,490,602           2,866,657
Diamond Sports Group LLC, Due 8/24/2026, Term LoanE       546,000           460,687
Global Eagle Entertainment, Inc.,            

11.250%, Due 1/22/2021, 2020 DIP Term Loan, (1-mo. LIBOR + 10.000%)

      1,488,688           1,444,028

8.725%, Due 1/6/2023, 1st Lien Term Loan, (6-mo. LIBOR + 7.500%)E

      5,605,669           3,613,639
Gray Television, Inc., 2.656%, Due 1/2/2026, 2018 Term Loan C, (1-mo. LIBOR + 2.500%)       2,028,282           1,984,613
McGraw-Hill Global Education Holdings LLC, 5.000%, Due 5/4/2022, 2016 Term Loan B, (3-mo. LIBOR + 4.000%)       2,492,547           2,145,659
Nexstar Broadcasting, Inc., 2.905%, Due 9/18/2026, 2019 Term Loan B4, (1-mo. LIBOR + 2.750%)       565,000           553,779
Sinclair Television Group, Inc., 2.660%, Due 9/30/2026, Term Loan B2B, (1-mo. LIBOR + 2.500%)       1,000,000           972,000
Springer Nature Deutschland GmbH, Due 8/14/2024, USD Term Loan B16E       2,000,000           1,982,500
Univision Communications, Inc., Due 3/13/2026, 2020 Replacement Term LoanE       2,000,000           1,952,500
UPC Broadband Holding B.V.,            

Due 1/31/2029, 2020 USD Term Loan B1E

      684,500           677,826

Due 1/31/2029, 2020 USD Term Loan B2E

      684,500           677,826
           

 

 

 
              19,331,714
           

 

 

 
           

 

See accompanying notes

 

20


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Communications - 13.35% (continued)            
Telecommunications - 4.97%            
Connect Finco SARL, Due 12/11/2026, Term Loan BE     $ 1,500,000         $ 1,457,820
Global Tel*Link Corp.,            

4.406%, Due 11/29/2025, 2018 1st Lien Term Loan, (1-mo. LIBOR + 4.250%)

      469,078           407,056

8.406%, Due 11/29/2026, 2018 2nd Lien Term Loan, (1-mo. LIBOR + 8.250%)

      2,555,000           1,749,255
Intelsat Jackson Holdings S.A.,            

6.500%, Due 7/13/2022, 2020 DIP Term Loan, (3-mo. LIBOR + 5.500%)E F

      193,218           196,439

8.625%, Due 1/2/2024, 2017 Term Loan B5G

      514,000           518,981

8.750%, Due 1/2/2024, 2017 Term Loan B4, (2-mo. PRIME + 5.500%)

      771,000           777,076
Iridium Satellite LLC, 4.750%, Due 11/4/2026, Term Loan, (1-mo. LIBOR + 3.750%)       2,000,000           2,003,760
LogMeIn, Inc., Due 8/14/2027, Term Loan BE       7,212,000           7,028,671
Maxar Technologies Ltd., 2.906%, Due 10/4/2024, Term Loan B, (1-mo. LIBOR + 2.750%)       3,258,111           3,141,373
MLN US HoldCo LLC,            

4.656%, Due 11/30/2025, 2018 1st Lien Term Loan, (1-mo. LIBOR + 4.500%)

      1,644,740           1,390,841

8.906%, Due 11/30/2026, 2018 2nd Lien Term Loan, (1-mo. LIBOR + 8.750%)

      3,985,000           2,011,588
Telesat Canada, 2.910%, Due 12/7/2026, 2019 Term Loan B5, (1-mo. LIBOR + 2.750%)       1,660,827           1,604,077
US Telepacific Corp., 6.572%, Due 5/2/2023, 2017 Term Loan B, (3-mo. LIBOR + 5.500%)       6,075,039           5,072,657
West Corp.,            

4.500%, Due 10/10/2024, 2018 Term Loan B1, (3-mo. LIBOR + 3.500%)

      542,000           480,196

5.000%, Due 10/10/2024, 2017 Term Loan, (3-mo. LIBOR + 4.000%)E

                  2,313,000           2,064,121
           

 

 

 
              29,903,911
           

 

 

 
           

Total Communications

              80,416,894
           

 

 

 
           
Consumer, Cyclical - 14.58%            
Airlines - 1.95%            
Delta Air Lines, Inc., 5.750%, Due 4/29/2023, 2020 Term Loan B, (3-mo. LIBOR + 4.750%)       1,500,000           1,493,835
JetBlue Airways Corp., 6.250%, Due 6/17/2024, Term Loan, (3-mo. LIBOR + 5.250%)       1,720,000           1,712,690
Mileage Plus Holdings LLC, 6.250%, Due 6/25/2027, 2020 Term Loan B, (3-mo. LIBOR + 5.250%)       8,432,000           8,521,632
           

 

 

 
              11,728,157
           

 

 

 
           
Auto Manufacturers - 0.50%            
CTOS LLC, 4.433%, Due 4/18/2025, 2020 Term Loan B, (1-mo. LIBOR + 4.250%)       2,878,843           2,844,671
OEConnection LLC,            

Due 9/25/2026, 2019 Delayed Draw Term LoanE F

      10,482           10,063

5.072%, Due 9/25/2026, 2019 Term Loan B, (3-mo. LIBOR + 4.000%)

      166,017           159,376
           

 

 

 
              3,014,110
           

 

 

 
           
Auto Parts & Equipment - 0.31%            
IXS Holdings, Inc., 6.000%, Due 3/5/2027, 2020 Term Loan B, (6-mo. LIBOR + 5.000%)       1,440,299           1,400,691
Trico Group LLC, 8.500%, Due 2/2/2024, 2020 Term Loan B, (2-mo. LIBOR + 7.500%)       483,654           473,981
           

 

 

 
              1,874,672
           

 

 

 
           
Distribution/Wholesale - 0.41%            
BCPE Empire Holdings, Inc.,            

4.156%, Due 6/11/2026, 2019 Delayed Draw Term Loan, (3-mo. LIBOR + 4.000%)E F

      424,533           410,205

4.156%, Due 6/11/2026, 2019 Term Loan B, (1-mo. LIBOR + 4.000%)

      2,148,375           2,075,867
           

 

 

 
              2,486,072
           

 

 

 
           
Entertainment - 3.58%            
Allen Media LLC, 5.808%, Due 2/10/2027, 2020 Term Loan B, (3-mo. LIBOR + 5.500%)       1,995,682           1,918,349
CDS US Intermediate Holdings, Inc.,            

5.000%, Due 6/4/2021, 2020 Term Loan, (1-mo. LIBOR + 4.000%)

      481,049           505,102

6.500%, Due 7/8/2022, 2017 1st Lien Term Loan, (3-mo. LIBOR + 5.500%)

      5,475,949           2,648,333

9.250%, Due 7/10/2023, 2nd Lien Term Loan, (1-mo. LIBOR + 8.250%)

      5,095,796           764,369
Deluxe Entertainment Services Group, Inc.,            

6.000%, Due 3/25/2024, 2019 1st Lien Term Loan, PIK (in-kind rate 1.500%)B C

      488,373           439,536

7.000%, Due 9/25/2024, 2019 2nd Lien Term Loan, PIK (in-kind rate 2.500%)B C

      1,024,252           768,189
DHX Media Ltd., 5.250%, Due 12/29/2023, Term Loan B, (1-mo. LIBOR + 4.250%)       4,093,784           3,868,626
Mohegan Tribal Gaming Authority, 7.375%, Due 10/13/2023, 2016 Term Loan B, (1-mo. LIBOR + 6.375%, 3-mo. LIBOR + 6.375%)       5,385,499           4,857,397
William Morris Endeavor Entertainment LLC, 9.500%, Due 5/18/2025, 2020 Term Loan B2, (1-mo. LIBOR + 8.500%)       5,969,040           5,789,969
           

 

 

 
              21,559,870
           

 

 

 
           

 

See accompanying notes

 

21


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Consumer, Cyclical - 14.58% (continued)            
Food Service - 0.73%            
TKC Holdings, Inc., 4.750%, Due 2/1/2023, 2017 1st Lien Term Loan, (2-mo. LIBOR + 3.750%, 6-mo. LIBOR + 3.750%)     $ 4,720,391         $ 4,419,466
           

 

 

 
           
Home Furnishings - 0.73%            
TGP Holdings LLC, 5.250%, Due 9/25/2024, 2018 1st Lien Term Loan, (3-mo. LIBOR + 4.250%)       4,571,635           4,395,902
           

 

 

 
           
Leisure Time - 2.23%            
Bombardier Recreational Products, Inc., 6.000%, Due 5/24/2027, 2020 Incremental Term Loan B2, (3-mo. LIBOR + 5.000%)       1,612,000           1,638,195
Bulldog Purchaser, Inc., 4.822%, Due 9/5/2025, 2018 Term Loan, (6-mo. LIBOR + 3.750%)       3,302,097           2,723,570
Callaway Golf Co., 4.662%, Due 1/2/2026, Term Loan B, (1-mo. LIBOR + 4.500%)       1,290,512           1,288,099
Carnival Corp., 8.500%, Due 6/30/2025, USD Term Loan B, (1-mo. LIBOR + 7.500%)       728,000           713,287
TopGolf International, Inc., 5.808%, Due 2/8/2026, Term Loan B, (3-mo. LIBOR + 5.500%)       3,950,000           3,728,642
United PF Holdings LLC, 4.308%, Due 12/30/2026, 2019 1st Lien Term Loan, (3-mo. LIBOR + 4.000%)       2,253,496           1,802,797
Varsity Brands, Inc., 4.500%, Due 12/15/2024, 2017 Term Loan B, (1-mo. LIBOR + 3.500%)       1,869,212           1,525,744
           

 

 

 
              13,420,334
           

 

 

 
           
Lodging - 0.56%            
Caesars Resort Collection LLC, 4.703%, Due 7/21/2025, 2020 Term Loan B1, (3-mo. LIBOR + 4.500%)                   3,457,000           3,346,825
           

 

 

 
           
Office Furnishings - 0.06%            
VIP Cinema Holdings, Inc.,            

10.250%, Due 6/26/2020, 2020 New Money Term Loan, (3-mo. LIBOR + 8.000%)B C

      1,233,511           183,423

10.250%, Due 2/24/2021, 2020 DIP Exit Term Loan, (3-mo. LIBOR + 8.000%)B C

      35,238           35,238

10.250%, Due 3/1/2023, USD Term Loan B, (3-mo. PRIME + 7.000%)

      3,171,265           126,851
           

 

 

 
              345,512
           

 

 

 
           
Retail - 3.52%            
Bass Pro Group LLC, 6.072%, Due 9/25/2024, Term Loan B, (3-mo. LIBOR + 5.000%)E       2,947,564           2,935,597
Fogo De Chao, Inc., 5.250%, Due 4/7/2025, 2018 Add On Term Loan, (3-mo. LIBOR + 4.250%)       2,009,031           1,639,871
Leslie’s Poolmart, Inc., 3.656%, Due 8/16/2023, 2016 Term Loan, (1-mo. LIBOR + 3.500%)       3,033,086           2,976,215
NPC International, Inc.            

3.000%, Due 1/21/2021, 2020 Incremental Priority Term Loan, (1-mo. LIBOR + 1.500%)E F

      1,541,883           1,534,174

4.500%, Due 4/19/2024, 1st Lien Term Loan, (3-mo. LIBOR + 3.500%)

      6,798,675           4,767,571
PS HoldCo LLC, 5.750%, Due 3/13/2025, Term Loan, (1-mo. LIBOR + 4.750%)       4,421,250           4,067,550
SP PF Buyer LLC, 4.656%, Due 12/22/2025, Term Loan, (1-mo. LIBOR + 4.500%)       1,915,441           1,717,518
Staples, Inc., 5.251%, Due 4/16/2026, 7 Year Term Loan, (3-mo. LIBOR + 5.000%)       1,848,640           1,565,188
           

 

 

 
              21,203,684
           

 

 

 
           

Total Consumer, Cyclical

              87,794,604
           

 

 

 
           
Consumer, Non-Cyclical - 15.48%            
Commercial Services - 6.86%            
Amentum Government Services Holdings LLC, 4.156%, Due 2/1/2027, Term Loan B, (1-mo. LIBOR + 4.000%)       2,648,000           2,638,070
APX Group, Inc., 5.156%, Due 12/31/2025, 2020 Term Loan, (1-mo. LIBOR + 5.000%, 3-mo. PRIME + 4.000%)       5,600,888           5,522,139
Comet Bidco Ltd., 6.000%, Due 9/30/2024, 2018 USD Term Loan B, (6-mo. LIBOR + 5.000%)       3,640,293           2,793,925
Employbridge LLC, 5.500%, Due 4/18/2025, Term Loan B, (6-mo. LIBOR + 4.500%)       4,861,150           4,330,458
Inmar Holdings, Inc., 5.072%, Due 5/1/2024, 2017 1st Lien Term Loan, (3-mo. LIBOR + 4.000%)       1,500,000           1,400,355
Kingpin Intermediate Holdings LLC, 4.500%, Due 7/3/2024, 2018 Term Loan B, (1-mo. LIBOR + 3.500%)       2,093,407           1,725,324
KUEHG Corp., 4.750%, Due 2/21/2025, 2018 Incremental Term Loan, (1-mo. LIBOR + 3.750%)       1,500,000           1,382,340
Lineage Logistics Holdings LLC, 4.000%, Due 2/27/2025, 2018 Term Loan, (1-mo. LIBOR + 3.000%)       1,000,000           990,630
Mavis Tire Express Services Corp., 3.558%, Due 3/20/2025, 2018 1st Lien Term Loan, (3-mo. LIBOR + 3.250%)       3,597,437           3,448,143
MRO Holdings, Inc., 5.308%, Due 6/4/2026, 2019 Term Loan B, (3-mo. LIBOR + 5.000%)       2,450,731           1,789,034
New Constellis Borrower LLC,            

11.000%, Due 6/30/2021, 2020 Priority Term Loan, (1-mo. LIBOR + 10.000%)

      1,753,430           1,718,361

8.500%, Due 3/27/2024, 2020 Term Loan, (1-mo. LIBOR + 7.500%)

      1,316,330           1,151,789

12.000%, Due 3/27/2025, 2020 2nd Lien Term Loan, (1-mo. LIBOR + 11.000%)

      911,135           460,123
PAE Holding Corp., 6.500%, Due 10/20/2022, 1st Lien Term Loan, (1-mo. LIBOR + 5.500%)       4,465,887           4,428,686

 

See accompanying notes

 

22


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Consumer, Non-Cyclical - 15.48% (continued)            
Commercial Services - 6.86% (continued)            
Prime Security Services Borrower LLC, 4.250%, Due 9/23/2026, 2019 Term Loan B1, (1-mo. LIBOR + 3.250%, 3-mo. LIBOR + 3.250%, 12-mo. LIBOR + 3.250%)     $ 2,000,000         $ 1,991,500
PSC Industrial Holdings Corp., 4.976%, Due 10/11/2024, 2017 1st Lien Term Loan, (3-mo. LIBOR + 3.750%)       2,773,605           2,616,425
Sabre GLBL, Inc., 2.156%, Due 2/22/2024, 2018 Term Loan B, (1-mo. LIBOR + 2.000%)E       1,497,955           1,389,623
Travelport Finance SARL, 10.072%, Due 5/28/2027, 2019 2nd Lien Term Loan, (3-mo. LIBOR + 9.000%)       4,537,000           1,293,045
Tweddle Group, Inc., 5.500%, Due 9/17/2023, 2016 Term Loan, (1-mo. LIBOR + 4.500%)B C       288,748           230,825
           

 

 

 
              41,300,795
           

 

 

 
           
Food - 2.09%            
Dhanani Group, Inc., 3.906%, Due 7/20/2025, 2018 Term Loan B, (1-mo. LIBOR + 3.750%)       2,824,085           2,678,164
Froneri International PLC, 5.906%, Due 1/31/2028, 2020 USD 2nd Lien Term Loan, (1-mo. LIBOR + 5.750%)       668,000           657,980
Hearthside Food Solutions LLC, 3.844%, Due 5/23/2025, 2018 Term Loan B, (1-mo. LIBOR + 3.688%)                   5,107,694           4,960,848
Snacking Investments Bidco Pty Ltd., 5.000%, Due 12/18/2026, Term Loan, (1-mo. LIBOR + 4.000%)       2,854,655           2,816,603
United Natural Foods, Inc., 4.406%, Due 10/22/2025, Term Loan B, (1-mo. LIBOR + 4.250%)       1,500,000           1,460,625
           

 

 

 
              12,574,220
           

 

 

 
           
Health Care - Products - 0.51%            
Athenahealth, Inc., 4.818%, Due 2/11/2026, 2019 Term Loan B, (3-mo. LIBOR + 4.500%)       3,138,520           3,109,112
           

 

 

 
           
Health Care - Services - 4.68%            
Compassus Intermediate, Inc., 6.072%, Due 12/31/2026, Term Loan B, (3-mo. LIBOR + 5.000%)       1,231,810           1,216,412
Da Vinci Purchaser Corp., 5.238%, Due 1/8/2027, 2019 Term Loan, (3-mo. LIBOR + 4.000%)       2,563,000           2,544,854
Envision Healthcare Corp., 3.906%, Due 10/10/2025, 2018 1st Lien Term Loan, (1-mo. LIBOR + 3.750%)       1,737,682           1,254,085
Global Medical Response, Inc.,            

4.250%, Due 4/28/2022, 2018 Term Loan B1, (3-mo. LIBOR + 3.250%)

      1,000,000           989,640

5.250%, Due 3/14/2025, 2017 Term Loan B2, (3-mo. LIBOR + 4.250%)

      1,967,954           1,936,959
Keystone Acquisition Corp., 6.250%, Due 5/1/2024, 1st Lien Term Loan, (3-mo. LIBOR + 5.250%)       2,118,729           1,875,075
Matrix Medical Network of Arizona LLC, 5.750%, Due 2/17/2025, 2018 Term Loan B, (1-mo. LIBOR + 4.750%)       4,065,754           3,842,137
National Mentor Holdings, Inc.,            

4.410%, Due 3/9/2026, 2019 Term Loan B, (1-mo. LIBOR + 4.250%)

      2,835,362           2,805,591

4.410%, Due 3/9/2026, 2019 Term Loan C, (1-mo. LIBOR + 4.250%)

      129,097           127,742
Onex TSG Intermediate Corp., 5.000%, Due 7/31/2022, 1st Lien Term Loan, (3-mo. LIBOR + 4.000%)       2,336,386           2,202,044
Phoenix Guarantor, Inc., 3.412%, Due 3/5/2026, 2020 Term Loan B, (1-mo. LIBOR + 3.250%)       1,136,146           1,115,695
RegionalCare Hospital Partners Holdings, Inc., 3.906%, Due 11/17/2025, 2018 Term Loan B, (1-mo. LIBOR + 3.750%)       4,518,000           4,424,432
US Renal Care, Inc., 5.188%, Due 6/26/2026, 2019 Term Loan B, (1-mo. LIBOR + 5.000%)       2,223,400           2,166,881
WP CityMD Bidco LLC, 5.500%, Due 8/13/2026, 2019 Term Loan B, (3-mo. LIBOR + 4.500%, 6-mo. LIBOR + 4.500%)       1,687,520           1,674,594
           

 

 

 
              28,176,141
           

 

 

 
           
Pharmaceuticals - 1.34%            
Alphabet Holding Co., Inc., 3.656%, Due 9/26/2024, 2017 1st Lien Term Loan, (1-mo. LIBOR + 3.500%)       5,680,323           5,524,114
HC Group Holdings, Inc., 4.656%, Due 8/6/2026, Term Loan B, (1-mo. LIBOR + 4.500%)       737,000           733,927
Milano Acquisition Corp, Due 8/13/2027, Term LoanE       1,836,000           1,819,935
           

 

 

 
              8,077,976
           

 

 

 
           

Total Consumer, Non-Cyclical

              93,238,244
           

 

 

 
           
Diversified - 0.79%            
Holding Companies - Diversified - 0.79%            
Emerald Expositions Holding, Inc., 2.656%, Due 5/22/2024, 2017 Term Loan B, (1-mo. LIBOR + 2.500%)       1,500,000           1,353,000
Genesis Specialist Care Finance Ltd., 6.000%, Due 5/14/2027, 2020 USD Term Loan B, (3-mo. LIBOR + 5.000%)       1,240,890           1,175,743

 

See accompanying notes

 

23


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Diversified - 0.79% (continued)            
Holding Companies - Diversified - 0.79% (continued)            
GI Revelation Acquisition LLC, 5.156%, Due 4/16/2025, 2018 1st Lien Term Loan, (1-mo. LIBOR + 5.000%)     $             2,368,745         $ 2,238,464
           

 

 

 
              4,767,207
           

 

 

 
           

Total Diversified

              4,767,207
           

 

 

 
           
Energy - 1.16%            
Oil & Gas - 0.39%            
Apergy Corp., 6.000%, Due 5/28/2027, 2020 Term Loan, (3-mo. LIBOR + 5.000%)E       2,257,000           2,251,358
McDermott Technology Americas, Inc., 3.156%, Due 6/30/2024, 2020 Make Whole Term Loan, (1-mo. LIBOR + 3.000%)       142,892           127,174
           

 

 

 
              2,378,532
           

 

 

 
           
Pipelines - 0.77%            
BCP Renaissance Parent LLC, 4.500%, Due 10/31/2024, 2017 Term Loan B, (3-mo. LIBOR + 3.500%)       2,721,923           2,542,738
Blackstone CQP Holdco LP, 3.806%, Due 9/30/2024, Term Loan B, (3-mo. LIBOR + 3.500%)       1,570,070           1,539,972
Southcross Energy Partners LP, Due 1/31/2025, 2020 Term LoanB C E F       573,708           548,608
           

 

 

 
              4,631,318
           

 

 

 
           

Total Energy

              7,009,850
           

 

 

 
           
Financial - 9.75%            
Diversified Financial Services - 5.38%            
4L Holdings Corp., 8.500%, Due 2/5/2024, Takeback Term Loan, (3-mo. LIBOR + 7.500%)       1,156,228           1,002,068
Advisor Group, Inc., 5.156%, Due 7/31/2026, 2019 Term Loan B, (1-mo. LIBOR + 5.000%)       829,830           801,823
AqGen Ascensus, Inc., 4.000%, Due 12/3/2022, 2017 Repriced Term Loan, (3-mo. LIBOR + 4.000%)       2,357,976           2,356,514
Citadel Securities LP, 2.906%, Due 2/27/2026, 2020 Term Loan B, (1-mo. LIBOR + 2.750%)       3,059,991           3,033,216
Hudson River Trading LLC, 3.156%, Due 2/18/2027, 2020 Term Loan B, (1-mo. LIBOR + 3.000%)E       2,791,318           2,759,916
IG Investment Holdings LLC, 5.000%, Due 5/23/2025, 2018 1st Lien Term Loan, (3-mo. LIBOR + 4.000%)       2,068,751           2,009,274
Jane Street Group LLC, 3.156%, Due 1/31/2025, 2020 Term Loan, (1-mo. LIBOR + 3.000%)       3,185,801           3,138,014
Kestra Advisor Services Holdings, Inc., 4.410%, Due 6/3/2026, 2019 Term Loan, (1-mo. LIBOR + 4.250%)       2,420,813           2,357,267
LifeMiles Ltd., 6.500%, Due 8/18/2022, Term Loan B, (3-mo. LIBOR + 5.500%)       1,445,116           1,307,830
Minotaur Acquisition, Inc., 5.156%, Due 3/27/2026, Term Loan B, (1-mo. LIBOR + 5.000%)       2,388,136           2,274,699
Russell Investments US Institutional Holdco, Inc., 3.822%, Due 6/1/2023, Term Loan B, (6-mo. LIBOR + 2.750%)E       3,000,000           2,972,250
VFH Parent LLC, 3.164%, Due 3/1/2026, 2019 Term Loan B, (1-mo. LIBOR + 3.000%)E       8,479,703           8,371,078
           

 

 

 
              32,383,949
           

 

 

 
           
Insurance - 2.90%            
Amynta Agency Borrower, Inc., 4.656%, Due 2/28/2025, 2018 1st Lien Term Loan, (1-mo. LIBOR + 4.500%)       5,989,810           5,385,199
Hyperion Insurance Group Ltd., 4.500%, Due 12/20/2024, 2017 Repriced Term Loan, (1-mo. LIBOR + 3.500%)       3,000,000           2,967,090
Ryan Specialty Group LLC, Due 6/29/2027, Term LoanE       1,611,000           1,603,960
Sedgwick Claims Management Services, Inc., 5.250%, Due 9/3/2026, 2020 Term Loan B3, (1-mo. LIBOR + 4.250%)       4,138,000           4,119,917
USI, Inc., 4.308%, Due 12/2/2026, 2019 Incremental Term Loan B, (3-mo. LIBOR + 4.000%)       3,457,625           3,400,712
           

 

 

 
              17,476,878
           

 

 

 
           
Investment Companies - 0.24%            
LSF9 Atlantis Holdings LLC, 7.000%, Due 5/1/2023, 2017 Term Loan, (1-mo. LIBOR + 6.000%)       1,538,890           1,446,942
           

 

 

 
           
Real Estate - 0.59%            
Cushman & Wakefield US Borrower LLC, 2.906%, Due 8/21/2025, 2020 Term Loan B, (1-mo. LIBOR + 2.750%)       3,713,453           3,549,429
           

 

 

 
           
REITS - 0.64%            
Forest City Enterprises LP, 3.656%, Due 12/8/2025, 2019 Term Loan B, (1-mo. LIBOR + 3.500%)       3,940,000           3,826,725
           

 

 

 
           

Total Financial

              58,683,923
           

 

 

 
           

 

See accompanying notes

 

24


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Industrial - 11.84%            
Aerospace/Defense - 0.54%            
AI Convoy SARL, 4.650%, Due 1/17/2027, USD Term Loan B, (6-mo. LIBOR + 3.500%)     $ 2,184,525         $ 2,129,912
TransDigm, Inc., 2.406%, Due 8/22/2024, 2020 Term Loan G, (1-mo. LIBOR + 2.250%)       1,197,000           1,134,983
           

 

 

 
              3,264,895
           

 

 

 
           
Building Materials - 1.59%            
ACProducts, Inc., 7.500%, Due 8/18/2025, 2020 Term Loan B, (3-mo. LIBOR + 6.500%)                   3,862,706           3,865,140
Airxcel, Inc., 4.688%, Due 4/28/2025, 2018 1st Lien Term Loan, (2-mo. LIBOR + 4.500%)       2,855,781           2,577,342
NCI Building Systems, Inc., 3.918%, Due 4/12/2025, 2018 Term Loan, (1-mo. LIBOR + 3.750%)       2,178,405           2,134,837
Quikrete Holdings, Inc., 2.656%, Due 2/1/2027, 2016 1st Lien Term Loan, (1-mo. LIBOR + 2.500%)       1,000,000           973,210
           

 

 

 
              9,550,529
           

 

 

 
           
Electronics - 1.43%            
Deliver Buyer, Inc., 6.000%, Due 5/1/2024, Term Loan B, (3-mo. LIBOR + 5.000%)       2,915,248           2,856,943
NorthPole Newco SARL, 7.308%, Due 3/18/2025, Term Loan, (3-mo. LIBOR + 7.000%)       5,612,622           5,065,391
Tech Data Corp., 3.656%, Due 6/30/2025, ABL Term Loan, (1-mo. LIBOR + 3.500%)       669,000           669,669
           

 

 

 
              8,592,003
           

 

 

 
           
Engineering & Construction - 1.75%            
Atlantic Aviation FBO, Inc., 3.910%, Due 12/6/2025, 2018 Term Loan B, (1-mo. LIBOR + 3.750%)       2,000,000           1,957,500
Brand Energy & Infrastructure Services, Inc., 5.250%, Due 6/21/2024, 2017 Term Loan, (2-mo. LIBOR + 4.250%)       1,472,000           1,354,240
PowerTeam Services LLC, Due 3/6/2025, 2018 1st Lien Term LoanE       2,424,000           2,339,911
Q Holding Co., 6.000%, Due 12/31/2023, 2019 Term Loan B, (3-mo. LIBOR + 5.000%)       4,650,994           4,092,875
Tutor Perini Corp., Due 8/13/2027, Term Loan BE       769,000           756,504
           

 

 

 
              10,501,030
           

 

 

 
           
Machinery - Construction & Mining - 0.16%            
Brookfield WEC Holdings, Inc., Due 8/1/2025, 2020 Term LoanE       1,000,000           982,140
           

 

 

 
           
Machinery - Diversified - 1.75%            
Blount International, Inc., 4.750%, Due 4/12/2023, 2018 Term Loan B, (1-mo. LIBOR + 3.750%)       5,865,525           5,825,933
NN, Inc.,            

5.906%, Due 10/19/2022, New 2017 Incremental Term Loan, (1-mo. LIBOR + 5.750%)

      509,341           498,731

6.500%, Due 10/19/2022, 2016 Term Loan B, (1-mo. LIBOR + 5.750%)

      3,220,865           3,153,775
Vertical Midco GmbH, Due 7/30/2027, USD Term Loan BE       1,085,000           1,074,833
           

 

 

 
              10,553,272
           

 

 

 
           
Metal Fabricate/Hardware - 0.34%            
Atkore International, Inc., Due 12/22/2023, 2016 1st Lien Term LoanE       2,036,157           2,026,403
           

 

 

 
           
Miscellaneous Manufacturing - 1.05%            
International Textile Group, Inc.,            

5.296%, Due 5/1/2024, 1st Lien Term Loan, (6-mo. LIBOR + 5.000%)

      3,337,350           2,436,266

9.367%, Due 5/1/2025, 2nd Lien Term Loan, (6-mo. LIBOR + 9.000%)

      4,347,000           1,956,150
MB Aerospace Holdings, Inc., 4.500%, Due 1/22/2025, 2017 Term Loan, (3-mo. LIBOR + 3.500%)       2,410,900           1,912,157
           

 

 

 
              6,304,573
           

 

 

 
           
Packaging & Containers - 0.14%            
Graham Packaging Company, Inc., 4.500%, Due 8/4/2027, Term Loan, (1-mo. LIBOR + 3.750%)       867,000           865,266
           

 

 

 
           
Transportation - 3.09%            
Daseke, Inc., 6.000%, Due 2/27/2024, 2017 Term Loan B, (1-mo. LIBOR + 5.000%)       4,259,891           4,124,128
Gruden Acquisition, Inc., 6.500%, Due 8/18/2022, 2017 Term Loan, (3-mo. LIBOR + 5.500%)       3,789,237           3,604,512
Savage Enterprises LLC, 3.190%, Due 8/1/2025, 2020 Term Loan B, (1-mo. LIBOR + 3.000%)       1,796,904           1,772,951
SMB Shipping Logistics LLC, 5.000%, Due 2/2/2024, 1st Lien Term Loan, (3-mo. LIBOR + 4.000%)       5,867,471           5,552,095
United Road Services, Inc., 6.750%, Due 9/1/2024, 2017 Term Loan B, (6-mo. LIBOR + 5.750%)       4,397,239           3,571,393
           

 

 

 
              18,625,079
           

 

 

 
           

Total Industrial

              71,265,190
           

 

 

 
           

 

See accompanying notes

 

25


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Technology - 13.98%            
Computers - 3.41%            
24-7 Intouch, Inc., 4.906%, Due 8/25/2025, 2018 Term Loan, (1-mo. LIBOR + 4.750%)     $ 3,070,667         $ 2,794,307
ConvergeOne Holdings, Inc., 5.156%, Due 1/4/2026, 2019 Term Loan, (1-mo. LIBOR + 5.000%)       3,941,199           3,547,079
Corsair Components, Inc., 4.750%, Due 8/28/2024, 2017 1st Lien Term Loan B, (1-mo. LIBOR + 3.750%)       1,877,512           1,863,431
Dell International LLC, 2.750%, Due 9/19/2025, 2019 Term Loan B, (1-mo. LIBOR + 2.000%)       1,000,000           992,500
Electronics for Imaging, Inc., 5.155%, Due 7/23/2026, Term Loan, (1-mo. LIBOR + 5.000%)       2,994,950           2,366,010
NeuStar, Inc., 4.572%, Due 8/8/2024, 2018 Term Loan B4, (3-mo. LIBOR + 3.500%)       2,024,519           1,893,776
Perforce Software, Inc., 3.906%, Due 7/1/2026, 2020 Term Loan B, (1-mo. LIBOR + 3.750%)       2,373,599           2,304,622
Redstone Buyer LLC, Due 6/29/2027, Term LoanE       2,060,000           2,054,850
SonicWall US Holdings, Inc., 3.753%, Due 5/16/2025, 1st Lien Term Loan, (3-mo. LIBOR + 3.500%)                   2,811,302           2,694,155
           

 

 

 
              20,510,730
           

 

 

 
           
Semiconductors - 0.22%            
Natel Engineering Co., Inc., 6.072%, Due 4/30/2026, 2019 Term Loan B, (6-mo. LIBOR + 5.000%)       1,616,055           1,357,486
           

 

 

 
           
Software - 10.35%            
Aptean, Inc., 4.406%, Due 4/23/2026, 2019 Term Loan, (1-mo. LIBOR + 4.250%)       2,459,344           2,399,410
ASG Technologies Group, Inc., 4.500%, Due 7/31/2024, 2018 Term Loan, (1-mo. LIBOR + 3.500%)       4,568,267           4,250,773
Chloe OX Parent LLC, 5.500%, Due 12/23/2024, 1st Lien Term Loan, (3-mo. LIBOR + 4.500%)       4,887,500           4,667,562
Cvent, Inc., 3.906%, Due 11/29/2024, 1st Lien Term Loan, (1-mo. LIBOR + 3.750%)       2,094,771           1,808,060
DCert Buyer, Inc., 4.156%, Due 10/16/2026, 2019 Term Loan B, (1-mo. LIBOR + 4.000%)       4,530,645           4,471,203
DTI Holdco, Inc., 5.750%, Due 9/30/2023, 2018 Term Loan B, (2-mo. LIBOR + 4.750%, 3-mo. LIBOR + 4.750%)       3,969,366           3,270,599
Dun & Bradstreet Corp., 3.920%, Due 2/6/2026, Term Loan, (1-mo. LIBOR + 3.750%)       1,149,120           1,145,673
Finastra USA, Inc., 4.500%, Due 6/13/2024, USD 1st Lien Term Loan, (6-mo. LIBOR + 3.500%)       3,813,299           3,585,226
GlobalLogic Holdings, Inc., Due 8/13/2027, 2020 Incremental Term Loan B2E       1,427,000           1,419,865
Informatica LLC, 3.406%, Due 2/25/2027, 2020 USD Term Loan B, (1-mo. LIBOR + 3.250%)       1,938,875           1,895,250
Ivanti Software, Inc., 5.250%, Due 1/20/2024, 2017 Term Loan B, (1-mo. LIBOR + 4.250%)       4,950,475           4,789,585
MA FinanceCo. LLC, 5.250%, Due 6/5/2025, 2020 USD Term Loan B, (3-mo. LIBOR + 4.250%)       2,000,000           1,992,500
Mitchell International, Inc., 4.750%, Due 11/29/2024, 2020 Add-On Term Loan, (1-mo. LIBOR + 4.250%)       1,599,000           1,559,025
Navicure, Inc., 4.156%, Due 10/22/2026, 2019 Term Loan B, (1-mo. LIBOR + 4.000%)       3,114,195           3,024,662
Netsmart, Inc., 4.750%, Due 4/19/2023, Term Loan D1, (3-mo. LIBOR + 3.750%)       4,871,561           4,774,130
Particle Investments SARL, 5.750%, Due 5/14/2027, Term Loan, (1 Week LIBOR + 5.250%)       3,417,000           3,323,032
Project Alpha Intermediate Holding, Inc.,            

4.500%, Due 4/26/2024, 2017 Term Loan B, (3-mo. LIBOR + 3.500%)

      1,979,487           1,964,641

4.520%, Due 4/26/2024, 2019 Incremental Term Loan B, (3-mo. LIBOR + 4.250%)

      1,911,490           1,892,375
Riverbed Technology, Inc., 4.250%, Due 4/24/2022, 2016 Term Loan, (2-mo. LIBOR + 3.250%, 3-mo. LIBOR + 3.250%)       3,086,726           2,725,579
Sirius Computer Solutions, Inc., 3.656%, Due 7/1/2026, 2020 Term Loan, (1-mo. LIBOR + 3.500%)E       2,125,609           2,076,464
Ultimate Software Group, Inc., 4.750%, Due 5/4/2026, 2020 Incremental Term Loan B, (3-mo. LIBOR + 4.000%)E       3,667,000           3,660,143
Zelis Healthcare Corp., 4.906%, Due 9/30/2026, Term Loan B, (1-mo. LIBOR + 4.750%)       1,627,820           1,626,127
           

 

 

 
              62,321,884
           

 

 

 
           

Total Technology

              84,190,100
           

 

 

 
           
Utilities - 1.63%            
Electric - 1.63%            
EFS Cogen Holdings LLC, 4.250%, Due 6/28/2023, 2016 Term Loan B, (1-mo. LIBOR + 3.250%, 3-mo. LIBOR + 3.250%)       1,984,127           1,969,603
Frontera Generation Holdings LLC, 5.250%, Due 5/2/2025, 2018 Term Loan B, (3-mo. LIBOR + 4.250%)       9,740,422           4,090,977
Granite Generation LLC, 4.750%, Due 11/9/2026, Term Loan B, (1-mo. LIBOR + 3.750%, 3-mo. LIBOR + 3.750%, 3-mo. PRIME + 2.750%)       1,088,811           1,074,526

 

See accompanying notes

 

26


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
BANK LOAN OBLIGATIONSD - 85.84% (continued)            
Utilities - 1.63% (continued)            
Electric - 1.63% (continued)            
Hamilton Projects Acquiror LLC, 5.750%, Due 6/17/2027, Term Loan B, (3-mo. LIBOR + 4.750%)     $ 1,000,000         $ 997,500
Nautilus Power LLC, 5.250%, Due 5/16/2024, Term Loan B, (1-mo. LIBOR + 4.250%)       668,883           658,153
Pacific Gas & Electric Co., 5.500%, Due 6/23/2025, 2020 Exit Term Loan B, (3-mo. LIBOR + 4.500%)       1,045,000           1,027,371
           

 

 

 
              9,818,130
           

 

 

 
           

Total Utilities

              9,818,130
           

 

 

 
           

Total Bank Loan Obligations (Cost $564,573,213)

              516,931,886
           

 

 

 
           
CORPORATE OBLIGATIONS - 6.44%            
Communications - 2.57%            
Advertising - 0.47%            
Terrier Media Buyer, Inc., 8.875%, Due 12/15/2027H                   2,718,000           2,813,945
           

 

 

 
           
Internet - 0.82%            
EIG Investors Corp., 10.875%, Due 2/1/2024       4,761,000           4,927,635
           

 

 

 
           
Media - 0.99%            
Diamond Sports Group LLC / Diamond Sports Finance Co., 5.375%, Due 8/15/2026H       2,665,000           2,078,700
Univision Communications, Inc., 6.625%, Due 6/1/2027H       3,897,000           3,906,743
           

 

 

 
              5,985,443
           

 

 

 
           
Telecommunications - 0.29%            
Plantronics, Inc., 5.500%, Due 5/31/2023H       1,862,000           1,757,728
           

 

 

 
           

Total Communications

              15,484,751
           

 

 

 
           
Consumer, Cyclical - 1.35%            
Airlines - 0.32%            
Mileage Plus Holdings LLC / Mileage Plus Intellectual Property Assets Ltd., 6.500%, Due 6/20/2027H       1,839,365           1,912,939
           

 

 

 
           
Auto Parts & Equipment - 0.56%            
Clarios Global LP / Clarios US Finance Co, 8.500%, Due 5/15/2027H       3,159,000           3,354,187
           

 

 

 
           
Distribution/Wholesale - 0.35%            
G-III Apparel Group Ltd., 7.875%, Due 8/15/2025H       2,101,000           2,087,869
           

 

 

 
           
Home Builders - 0.12%            
Beazer Homes USA, Inc., 5.875%, Due 10/15/2027       743,000           754,145
           

 

 

 
           

Total Consumer, Cyclical

              8,109,140
           

 

 

 
           
Consumer, Non-Cyclical - 1.43%            
Commercial Services - 0.58%            
Allied Universal Holdco LLC / Allied Universal Finance Corp.,            

6.625%, Due 7/15/2026H

      2,022,000           2,168,595

9.750%, Due 7/15/2027H

      1,224,000           1,355,580
           

 

 

 
              3,524,175
           

 

 

 
           
Health Care - Services - 0.85%            
Air Medical Group Holdings, Inc., 6.375%, Due 5/15/2023H       1,807,000           1,788,930
Hadrian Merger Sub, Inc., 8.500%, Due 5/1/2026H       3,442,000           3,306,489
           

 

 

 
              5,095,419
           

 

 

 
           

Total Consumer, Non-Cyclical

              8,619,594
           

 

 

 
           

 

See accompanying notes

 

27


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

    Principal Amount       Fair Value
             
CORPORATE OBLIGATIONS - 6.44% (continued)            
Industrial - 0.57%            
Aerospace/Defense - 0.31%            
SSL Robotics LLC, 9.750%, Due 12/31/2023H     $ 1,641,000         $ 1,854,330
           

 

 

 
           
Engineering & Construction - 0.26%            
PowerTeam Services LLC, 9.033%, Due 12/4/2025H       1,478,583           1,569,146
           

 

 

 
           

Total Industrial

              3,423,476
           

 

 

 
           
Technology - 0.52%            
Software - 0.52%            
Granite Merger Sub 2, Inc., 11.000%, Due 7/15/2027H                   3,000,000           3,139,890
           

 

 

 
           

Total Corporate Obligations (Cost $37,902,342)

              38,776,851
           

 

 

 
             
    Shares        
             
SHORT-TERM INVESTMENTS - 10.75% (Cost $64,749,576)            
Investment Companies - 10.75%            
American Beacon U.S. Government Money Market Select Fund, 0.01%I J           64,749,576           64,749,576
           

 

 

 
           

TOTAL INVESTMENTS - 103.53% (Cost $671,701,348)

              623,430,902

LIABILITIES, NET OF OTHER ASSETS - (3.53%)

              (21,228,529 )
           

 

 

 

TOTAL NET ASSETS - 100.00%

            $ 602,202,373
           

 

 

 
             
Percentages are stated as a percent of net assets.                  

A Non-income producing security.

B Fair valued pursuant to procedures approved by the Board of Trustees. At period end, the value of these securities amounted to $2,721,277 or 0.45% of net assets.

C Value was determined using significant unobservable inputs.

D Bank loan obligations, unless otherwise stated, carry a floating rate of interest. The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

E Coupon rates may not be available for all or a portion of bank loans that are unsettled and/or unfunded as of August 31, 2020.

F All or a portion of the security is an Unfunded Loan Commitment. At period end, the amount of unfunded loan commitments was $1,534,033 or 0.25% of net assets. Of this amount, $86,912, $96,609, $10,482, $766,322 and $573,708 relate to BCPE Empire Holdings, Inc., Intelsat Jackson Holdings S.A., OEConnection LLC, NPC International, Inc., and Southcross Energy Partners LP, respectively.

G Fixed Rate.

H 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 $33,095,071 or 5.50% of net assets. The Fund has no right to demand registration of these securities.

I 7-day yield.

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

DIP - Debtor-in-possession.

LIBOR - London Interbank Offered Rate.

LLC - Limited Liability Company.

LP - Limited Partnership.

PIK - Payment in Kind.

PLC - Public Limited Company.

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

Pty Ltd. - Proprietary Ltd.

USD - United States Dollar.

 

See accompanying notes

 

28


American Beacon Sound Point Floating Rate Income FundSM

Schedule of Investments

August 31, 2020

 

 

The Fund’s investments are summarized by level based on the inputs used to determine their values. As of August 31, 2020, the investments were classified as described below:

 

Sound Point Floating Rate Income Fund

  Level 1           Level 2           Level 3           Total  

Assets

             

Common Stocks

  $ 200,884       $ -       $ 4,137 (1)      $ 205,021  

Warrants

    -         -         0 (1)        -  

Preferred Stocks

    -         2,256,247         511,321         2,767,568  

Bank Loan Obligations(2)

    -         514,726,067         2,205,819         516,931,886  

Corporate Obligations

    -         38,776,851         -         38,776,851  

Short-Term Investments

    64,749,576         -         -         64,749,576  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total Investments in Securities - Assets

  $ 64,950,460       $ 555,759,165       $ 2,721,277       $ 623,430,902  
 

 

 

     

 

 

     

 

 

     

 

 

 

 

(1) 

Includes investments held in the Fund’s portfolio with $0 fair value.

(2) 

Unfunded loan commitments represent $1,534,033 at year end.

U.S. GAAP requires transfers between all levels to/from level 3 be disclosed. During the year ended August 31, 2020, there were no transfers into or out of Level 3.

The following table is a reconciliation of Level 3 assets within the Fund for which significant unobservable inputs were used to determine fair value. Transfers in or out of Level 3 represent the ending value of any security or instrument where a change in the level has occurred from the beginning to the end of the year:

 

Security Type   Balance as
of
8/31/2019
           Purchases            Sales            Accrued
Discounts
(Premiums)
           Realized
Gain (Loss)
           Change in
Unrealized
Appreciation
(Depreciation)
           Transfer
into
Level 3
           Transfer
out of
Level 3
           Balance as
of
8/31/2020
           Unrealized
Appreciation
(Depreciation)
at Year end**
 
Common Stocks   $ 44,777 (1)      $ -       $ -       $ -       $ -       $ (40,640     $ -       $ -       $ 4,137 (1)      $ (144,107
Warrants     0 (1)        -         -         -         -         -         -         -         0 (1)        -  
Preferred Stocks     -         511,321         -         -         -         -         -         -         511,321         -  
Bank Loan Obligations     9,791,506         3,962,960         7,204,760         243,354         (4,501,956       (85,285       -         -         2,205,819         (1,182,911
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
  $ 9,836,283       $ 4,474,281       $ 7,204,760       $ 243,354       $ (4,501,956     $ (125,925     $ -       $ -       $ 2,721,277       $     (1,327,018
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

**

Change in unrealized appreciation (depreciation) attributable to Level 3 securities held at year end. This balance is included in the change in unrealized appreciation (depreciation) on the Statements of Operations.

(1) 

Investments held in the Fund’s portfolio with $0 fair value.

For the year ended August 31, 2020, one common stock and a warrant have been fair valued at $0 by the Valuation Committee. The remaining common stocks valued at $4,137, preferred stocks valued at $511,321 and bank loan obligations valued at $2,205,819 have been classified as Level 3 due to the use of significant unobservable inputs.

 

See accompanying notes

 

29


American Beacon FundsSM

Statements of Assets and Liabilities

August 31, 2020

 

 

    SiM High Yield
Opportunities Fund
          Sound Point Floating
Rate Income Fund
 

Assets:

 

Investments in unaffiliated securities, at fair value

  $ 1,211,477,081       $ 558,681,326  

Investments in affiliated securities, at fair value

    19,195,338         64,749,576  

Cash

    14,078,666         668,501  

Dividends and interest receivable

    19,149,282         4,119,294  

Deposits with broker for futures contracts

    3,880,710          

Receivable from broker

    845,927          

Receivable for investments sold

            31,652,087  

Receivable for fund shares sold

    2,454,215         845,440  

Prepaid expenses

    57,088         60,476  
 

 

 

     

 

 

 

Total assets

    1,271,138,307         660,776,700  
 

 

 

     

 

 

 

Liabilities:

 

Payable for investments purchased

    18,261,603         54,520,764  

Payable for fund shares redeemed

    2,692,404         1,709,160  

Payable for expense reimbursement (Note 2)

    5,050         42  

Dividends payable

    604,664         155,603  

Unfunded loan commitments

            1,534,033  

Management and sub-advisory fees payable (Note 2)

    748,557         372,872  

Service fees payable (Note 2)

    48,426         53,917  

Transfer agent fees payable (Note 2)

    78,994         32,840  

Custody and fund accounting fees payable

    39,230         44,300  

Professional fees payable

    74,271         80,235  

Trustee fees payable (Note 2)

            313  

Payable for prospectus and shareholder reports

    89,149         44,397  

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

    2,368,394          

Other liabilities

    4,064         25,851  
 

 

 

     

 

 

 

Total liabilities

    25,014,806         58,574,327  
 

 

 

     

 

 

 

Net assets

  $ 1,246,123,501       $ 602,202,373  
 

 

 

     

 

 

 

Analysis of net assets:

 

Paid-in-capital

  $ 1,329,959,028       $ 832,924,690  

Total distributable earnings (deficits)A

    (83,835,527       (230,722,317
 

 

 

     

 

 

 

Net assets

  $ 1,246,123,501       $ 602,202,373  
 

 

 

     

 

 

 

Shares outstanding at no par value (unlimited shares authorized):

 

R5 ClassB

    44,086,541         18,234,521  
 

 

 

     

 

 

 

Y Class

    81,833,676         36,630,694  
 

 

 

     

 

 

 

Investor Class

    4,464,341         6,491,794  
 

 

 

     

 

 

 

A Class

    2,655,935         3,369,566  
 

 

 

     

 

 

 

C Class

    4,618,360         3,535,260  
 

 

 

     

 

 

 

SP Class

    N/A         12,760  
 

 

 

     

 

 

 

Net assets:

 

R5 ClassB

  $ 399,310,742       $ 160,767,886  
 

 

 

     

 

 

 

Y Class

  $ 740,616,507       $ 323,133,710  
 

 

 

     

 

 

 

Investor Class

  $ 40,259,060       $ 57,117,869  
 

 

 

     

 

 

 

A Class

  $ 23,945,109       $ 29,739,876  
 

 

 

     

 

 

 

C Class

  $ 41,992,083       $ 31,330,022  
 

 

 

     

 

 

 

SP Class

  $ N/A       $ 113,010  
 

 

 

     

 

 

 

Net asset value, offering and redemption price per share:

 

R5 ClassB

  $ 9.06       $ 8.82  
 

 

 

     

 

 

 

Y Class

  $ 9.05       $ 8.82  
 

 

 

     

 

 

 

Investor Class

  $ 9.02       $ 8.80  
 

 

 

     

 

 

 

A Class

  $ 9.02       $ 8.83  
 

 

 

     

 

 

 

A Class (offering price)

  $ 9.47       $ 9.06  
 

 

 

     

 

 

 

C Class

  $ 9.09       $ 8.86  
 

 

 

     

 

 

 

SP Class

  $ N/A       $ 8.86  
 

 

 

     

 

 

 

Cost of investments in unaffiliated securities

  $ 1,232,024,040       $ 606,951,772  

Cost of investments in affiliated securities

  $ 19,195,338       $ 64,749,576  

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

 

B Formerly known as Institutional Class.

 

 

See accompanying notes

 

30


American Beacon FundsSM

Statements of Operations

For the year ended August 31, 2020

 

 

    SiM High Yield
Opportunities Fund
          Sound Point Floating
Rate Income Fund
 

Investment income:

 

Dividend income from unaffiliated securities (net of foreign taxes)

  $ 1,020,575       $  

Dividend income from affiliated securities (Note 2)

    208,945         459,302  

Interest income

    86,491,111         65,966,675  
 

 

 

     

 

 

 

Total investment income

    87,720,631         66,425,977  
 

 

 

     

 

 

 

Expenses:

 

Management and sub-advisory fees (Note 2)

    8,812,701         6,463,319  

Transfer agent fees:

     

R5 Class (Note 2)A

    135,725         67,165  

Y Class (Note 2)

    749,443         478,625  

Investor Class

    4,110         5,645  

A Class

    1,569         2,322  

C Class

    3,901         3,973  

SP Class

            40  

Custody and fund accounting fees

    226,522         320,687  

Professional fees

    158,513         122,380  

Registration fees and expenses

    134,173         170,726  

Service fees (Note 2):

     

Investor Class

    220,222         408,484  

A Class

    20,510         18,348  

C Class

    41,649         28,916  

Distribution fees (Note 2):

     

A Class

    53,877         92,373  

C Class

    491,558         408,635  

SP Class

            502  

Prospectus and shareholder report expenses

    260,555         81,616  

Trustee fees (Note 2)

    102,463         63,057  

Loan expense (Note 9)

            634,068  

Line of credit interest expense

            65,538  

Other expenses

    142,831         101,062  
 

 

 

     

 

 

 

Total expenses

    11,560,322         9,537,481  
 

 

 

     

 

 

 

Net fees waived and expenses (reimbursed) (Note 2)

    (43,974        
 

 

 

     

 

 

 

Net expenses

    11,516,348         9,537,481  
 

 

 

     

 

 

 

Net investment income

    76,204,283         56,888,496  
 

 

 

     

 

 

 

Realized and unrealized gain (loss) from investments:

 

Net realized gain (loss) from:

     

Investments in unaffiliated securitiesB

    (55,770,176       (138,895,739

Foreign currency transactions

    (206,136        

Futures contracts

    1,239,695          

Change in net unrealized appreciation (depreciation) of:

     

Investments in unaffiliated securitiesC

    12,419,131         18,846,979  

Foreign currency transactions

    107,558          

Futures contracts

    (3,223,953        
 

 

 

     

 

 

 

Net (loss) from investments

    (45,433,881       (120,048,760
 

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

  $ 30,770,402       $ (63,160,264
 

 

 

     

 

 

 

Foreign taxes

  $ 23,876       $  

A Formerly known as Institutional Class.

     

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

 

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

 

 

See accompanying notes

 

31


American Beacon FundsSM

Statements of Changes in Net Assets

 

 

    SiM High Yield
Opportunities Fund
          Sound Point Floating
Rate Income Fund
 
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
          Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Increase (decrease) in net assets:

             

Operations:

             

Net investment income

  $ 76,204,283       $ 71,478,685       $ 56,888,496       $ 115,743,353  

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

    (54,736,617       9,426,476         (138,895,739       (30,797,997

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

    9,302,736         (20,278,760       18,846,979         (59,949,986
 

 

 

     

 

 

     

 

 

     

 

 

 

Net increase (decrease) in net assets resulting from operations

    30,770,402         60,626,401         (63,160,264       24,995,370  
 

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to shareholders:

 

Total retained earnings:

             

R5 ClassA

    (24,656,231       (25,158,278       (15,651,271       (25,168,717

Y Class

    (45,283,091       (37,145,789       (31,011,790       (69,601,964

Investor Class

    (3,545,239       (5,006,310       (6,712,557       (23,917,366

A Class

    (1,316,760       (1,586,624       (2,232,615       (3,256,554

C Class

    (2,633,449       (3,025,464       (2,160,406       (3,309,136

SP Class

                    (12,119       (34,122
 

 

 

     

 

 

     

 

 

     

 

 

 

Net distributions to shareholders

    (77,434,770       (71,922,465       (57,780,758       (125,287,859
 

 

 

     

 

 

     

 

 

     

 

 

 

Capital share transactions (Note 10):

 

Proceeds from sales of shares

    626,185,003         615,061,422         340,219,054         1,129,880,930  

Reinvestment of dividends and distributions

    69,380,780         63,566,129         54,176,789         118,529,259  

Cost of shares redeemed

    (619,275,694       (613,008,694       (1,121,048,159       (2,008,708,410
 

 

 

     

 

 

     

 

 

     

 

 

 

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

    76,290,089         65,618,857         (726,652,316       (760,298,221
 

 

 

     

 

 

     

 

 

     

 

 

 

Net increase (decrease) in net assets

    29,625,721         54,322,793         (847,593,338       (860,590,710
 

 

 

     

 

 

     

 

 

     

 

 

 

Net assets:

 

Beginning of period

    1,216,497,780         1,162,174,987         1,449,795,711         2,310,386,421  
 

 

 

     

 

 

     

 

 

     

 

 

 

End of period

  $ 1,246,123,501       $ 1,216,497,780       $ 602,202,373       $ 1,449,795,711  
 

 

 

     

 

 

     

 

 

     

 

 

 

A Formerly known as Institutional Class.

 

 

See accompanying notes

 

32


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

1.  Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”) is organized as a Massachusetts business trust. The Funds, each a series within the Trust, are registered under the Investment Company Act of 1940, as amended (the “Act”), as diversified, open-end management investment companies. As of August 31, 2020, the Trust consists of twenty-seven active series, two of which are presented in this filing: American Beacon SiM High Yield Opportunities Fund and American Beacon Sound Point Floating Rate Income Fund (collectively, the “Funds” and each individually a “Fund”). The remaining twenty-five active series are reported in separate filings.

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.

Recently Adopted Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, which provides optional expedients and exceptions for contracts, hedging relationships and other transactions affected by the transitioning away from the London Interbank Offered Rate (LIBOR) and other reference rates that are expected to be discontinued. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. At this time, management is evaluating the implications of these changes on the financial statements.

Class Disclosure

Prior to February 28, 2020, the R5 Class was known as the Institutional Class.

Each Fund has multiple classes of shares designed to meet the needs of different groups of investors; however, not all of the Funds offer all classes. The following table sets forth the differences amongst the classes:

 

Class

  

Eligible Investors

   Minimum Initial
Investments
 
R5 Class    Large Institutional investors - sold directly or through intermediary channels.    $ 250,000  
Y Class    Large institutional retirement plan investors - sold directly or through intermediary channels.    $ 100,000  
Investor Class    All investors using intermediary organizations, such as broker-dealers or retirement plan sponsors - sold directly through intermediary channels.    $ 2,500  
A Class    All investors who invest through intermediary organizations, such as broker-dealers or third party administrator. Retail investors who invest directly through a financial intermediary, such as a broker, bank, or registered investment advisor which may include a front-end sales charge and a contingent deferred sales charge (“CDSC”).    $ 2,500  
C Class    Retail investors who invest directly through a financial intermediary, such as a broker or through employee directed benefit plans with applicable sales charges which may include CDSC.    $ 1,000  
SP Class    Retail investors who invest directly through a financial intermediary, such as a broker, or through employee directed benefit plans and were formerly shareholders of the Investor Class Shares of the Sound Point Floating Rate Income Fund prior to its reorganization.    $ 1,000  

 

 

33


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Each class offered by the Trust has equal rights as to assets and voting privileges. Income and non-class specific expenses are allocated daily to each class based on the relative net assets. Realized and unrealized capital gains and losses of each class are allocated daily based on the relative net assets of each class of the respective Fund. Class specific expenses, where applicable, currently include service, distribution, transfer agent fees, and sub-transfer agent fees that vary amongst the classes as described more fully in Note 2.

Significant Accounting Policies

The following is a summary of significant accounting policies, consistently followed by the Funds in preparation of the financial statements. The Funds are considered investment companies and accordingly, follow 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 Funds. 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. For convertible securities, premiums attributable to the conversion feature are not amortized. Realized gains (losses) from securities sold are determined on the basis of 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 Statements 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 Statements of Operations. Paydown gains (losses) on mortgage-related and other asset-backed securities, if any, are recorded as components of interest income on the Statements of Operations. Income or short-term capital gain distributions received from registered investment companies, if any, are recorded as dividend income. Long-term gain distributions received from registered investment companies, if any, are recorded as realized gains.

Debt obligations may be placed on a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed for non-accrual when the issuer resumes interest payments or when collectability of interest is probable. Realized gains (losses) from securities sold are determined on the basis of specific lot identification.

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 Funds’ Statements of Operations.

Distributions to Shareholders

The Funds distribute 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

 

 

34


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

currency transactions on an annual basis. The Funds do not have a fixed dividend rate and do 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 Funds may designate earnings and profits distributed to shareholders on the redemption of shares.

Allocation of Income, Trust Expenses, Gains, and Losses

Investment income, realized and unrealized gains and losses from investments of the Funds are allocated daily to each class of shares based upon the relative proportion of net assets of each class to the total net assets of the Funds. Expenses directly charged or attributable to the Fund will be paid from the assets of the Fund. Generally, expenses of the Trust will be allocated among and charged to the assets of the Funds on a basis that the Trust’s Board of Trustees (the “Board”) deems fair and equitable, which may be based on the relative net assets of the Funds or nature of the services performed and relative applicability to the Funds.

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 Funds and the Manager are parties to a Management Agreement that obligates the Manager to provide the Funds with investment advisory and administrative services. As compensation for performing the duties under the Management Agreement, the Manager will receive an annualized management fee based on a percentage of the Funds’ average daily net assets that is calculated and accrued daily according to the following schedule:

 

First $5 billion

     0.35

Next $5 billion

     0.325

Next $10 billion

     0.30

Over $20 billion

     0.275

The Trust, on behalf of the Funds, and the Manager have entered into an Investment Advisory Agreement with the following Sub-Advisors pursuant to which each Fund has agreed to pay an annualized sub-advisory fee that is calculated and accrued daily based on the applicable Fund’s average daily net assets according to the following schedules:

Strategic Income Management, LLC

 

First $250 million

     0.45

Next $250 million

     0.40

Next $500 million

     0.35

Over $1 billion

     0.30

 

 

35


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Sound Point Capital Management, LP

 

All Assets

     0.35

The Management and Sub-Advisory Fees paid by the Funds for the year ended August 31, 2020 were as follows:

SiM High Yield Opportunities Fund

 

    Effective Fee Rate           Amount of Fees Paid  

Management Fees

    0.35     $ 4,273,611  

Sub-Advisor Fees

    0.37       4,539,090  
 

 

 

     

 

 

 

Total

    0.72     $ 8,812,701  
 

 

 

     

 

 

 

Sound Point Floating Rate Income Fund

 

    Effective Fee Rate           Amount of Fees Paid  

Management Fees

    0.35     $ 3,237,835  

Sub-Advisor Fees

    0.35       3,225,484  
 

 

 

     

 

 

 

Total

    0.70     $ 6,463,319  
 

 

 

     

 

 

 

Distribution Plans

Separate Distribution Plans (the “Distribution Plans”) have been adopted pursuant to Rule 12b-1 under the Act for the A, C and SP Classes of the Funds. Under the Distribution Plans, as compensation for distribution and shareholder servicing assistance, the Funds’ Distributor, Resolute Investment Distributors, Inc. (“RID” or “Distributor”), receives an annual fee of 0.25% of the average daily net assets of the A and SP Classes and 1.00% of the average daily net assets of the C Class. The fee will be payable without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the Distributor for distribution assistance.

For all other share classes, the Funds have utilized a “defensive” distribution plan (the “Plan”) pursuant to which no separate fees may be charged to the Funds for distribution purposes. However, the Plan authorizes the use of management fees received by the Manager and/or the investment advisors hired by the Manager for distribution purposes. Under this Plan, the Funds do not intend to compensate the Manager or any other party, either directly or indirectly, for the distribution of Fund shares from these fees.

Service Plans

The Investor, A and C Classes have each adopted a Service Plan (collectively, the “Plans”). The Plans authorize the payment to the Manager an annual fee up to 0.375% of the average daily net assets of the Investor Class, up to 0.25% of the average daily net assets of the A Class and up to 0.25% of the average daily net assets of the C Class. In addition, the Funds may reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries attributable to Y Class and R5 Class. The Manager or other approved entities may spend such amounts on any activities or expenses primarily intended to result in or relate to the servicing of A Class, C Class, Y Class, R5 Class and Investor Class including, but not limited to, payment of shareholder service fees and transfer agency or sub-transfer agency expenses. The fees will be payable monthly in arrears. The primary expenses expected to be incurred under the Plans are shareholder servicing, record keeping fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.

 

 

36


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Sub-Transfer Agent Fees

The Manager has entered into agreements, which include servicing agreements, with financial intermediaries that provide recordkeeping, processing, shareholder communications and other services to customers of the intermediaries that hold positions in the R5 and Y Classes of the Funds and has agreed to compensate the intermediaries for providing these services. Intermediaries transact with the Funds primarily through the use of omnibus accounts on behalf of their customers who hold positions in the Funds. Certain services would have been provided by the Funds’ transfer agent and other service providers if the shareholders’ accounts were maintained directly by the Funds’ transfer agent. Accordingly, the Funds, pursuant to Board approval, have agreed to reimburse the Manager for certain non-distribution shareholder services provided by financial intermediaries for the R5 and Y Classes. The reimbursement amounts (sub-transfer agent fees) paid to the Manager are subject to a fee limit of up to 0.10% of an intermediary’s average net assets in the R5 and Y Classes on an annual basis. During the year ended August 31, 2020, the sub-transfer agent fees, as reflected in “Transfer agent fees” on the Statements of Operations, were as follows:

 

Fund

   Sub-Transfer Agent Fees  

SiM High Yield Opportunities

   $ 821,472  

Sound Point Floating Rate Income

     503,769  

As of August 31, 2020, the Funds owed the Manager the following reimbursement of sub-transfer agent fees, as reflected in “Transfer agent fees payable” on the Statements of Assets and Liabilities:

 

Fund

   Reimbursement
Sub-Transfer Agent Fees
 

SiM High Yield Opportunities

   $ 69,604  

Sound Point Floating Rate Income

     27,173  

Investments in Affiliated Funds

The Funds may invest in the American Beacon U.S. Government Money Market Select Fund (the “USG Select Fund”). The Funds listed below held the following shares with an August 31, 2020 fair value and dividend income earned from the investment in the USG Select Fund.

 

Affiliated Security

  Type of
Transaction
  Fund   August 31,
2020
Shares/Principal
    Change in
Unrealized
Gain (Loss)
    Realized
Gain (Loss)
    Dividend
Income
    August 31,
2020
Fair Value
 

U.S. Government Money Market Select Fund

  Direct   SiM High Yield
Opportunities
  $ 19,195,338     $ -     $ -     $ 208,945     $ 19,195,338  

U.S. Government Money Market Select Fund

  Direct   Sound Point Floating
Rate Income
    64,749,576       -       -       459,302       64,749,576  

The Funds 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 August 31, 2020, the Manager earned fees on the Funds’ direct investments in the USG Select Fund as shown below:

 

Fund

   Direct Investments in
USG Select Fund
 

SiM High Yield Opportunities

   $ 19,860  

Sound Point Floating Rate Income

     46,986  

Interfund Credit Facility

Pursuant to an exemptive order issued by the U.S. Securities and Exchange Commission (“SEC”), the Funds, along with other registered investment companies having management contracts with the Manager, may

 

 

37


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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 a fund. When a 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 August 31, 2020, the SiM High Yield Opportunities Fund borrowed $2,493,640 for 1 day at an interest rate of 2.16% with interest charges of $148 and the Sound Point Floating Rate Income Fund borrowed on average $19,302,633 for 14 days at an average interest rate of 1.41% with interest charges of $10,751. These amounts are recorded as “Other expenses” in the Statements of Operations.

Expense Reimbursement Plan

The Manager contractually agreed to reduce fees and/or reimburse expenses for the classes of the Funds to the extent that total operating expenses exceed the Funds’ expense cap. During the year ended August 31, 2020, the Manager waived and/or reimbursed expenses as follows:

 

         Expense Cap                   Expiration of
Reimbursed
Expenses
 

Fund

   Class   9/1/2019 -
12/31/2019
    1/1/2020 -
8/31/2020
     Reimbursed
Expenses
     (Recouped)
Expenses
 

SiM High Yield Opportunities

   R5*     0.84     -      $ 43,974      $ (88,767 )**      2022-2023  

  * Formerly Institutional Class.

** This amount represents Recouped Expenses from prior fiscal years and is reflected in Total Expenses on the Statements of Operations.

Of these amounts, $5,050 and $42 were disclosed as a payable to the Manager on the Statements of Assets and Liabilities at August 31, 2020 for the SiM High Yield Opportunities Fund and Sound Point Floating Rate Income Fund, respectively.

The Funds have adopted an Expense Reimbursement Plan whereby the Manager may seek repayment of such fee or voluntary reductions and expense reimbursements. Under the policy, the Manager can be reimbursed by the Funds for any contractual or voluntary fee reductions or expense reimbursements if reimbursement to the Manager (a) occurs within three years from the date of the Manager’s waiver/reimbursement and (b) does not cause the Funds’ annual operating expenses to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or time of recoupment. The reimbursed expenses listed above will expire in 2022 and 2023. The carryover of excess expenses potentially reimbursable to the Manager, but not recorded as a liability are as follows:

 

Fund

   Recouped
Expenses
     Excess Expense
Carryover
     Expired
Expense
Carryover
     Expiration of
Reimbursed
Expenses
 

SiM High Yield Opportunities

   $ 12,941      $ -      $ -        2019-2020  

SiM High Yield Opportunities

     75,826        32,682        -        2020-2021  

SiM High Yield Opportunities

     -        53,922        -        2021-2022  

Sound Point Floating Rate Income

     -        -        18,867        2019-2020  

Sound Point Floating Rate Income

     -        25,680        -        2020-2021  

Sound Point Floating Rate Income

     -        62,727        -        2021-2022  

 

 

38


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Sales Commissions

The Funds’ Distributor, Resolute Investment Distributors, Inc. (“RID” or “Distributor”), may receive a portion of Class A sales charges from broker dealers which may be used to offset distribution related expenses. During the year ended August 31, 2020, RID collected $1,399 and $1,744 for SiM High Yield Opportunities Fund and Sound Point Floating Rate Income Fund, respectively, from the sale of Class A Shares.

A CDSC of 0.50% will be deducted with respect to Class A Shares on certain purchases of $1,000,000 or more that are redeemed in whole or part within 18 months of purchase, unless waived as discussed in the Funds’ Prospectus. Any applicable CDSC will be 0.50% of the lesser of the original purchase price or the value of the redemption of the Class A Shares redeemed. During the year ended August 31, 2020, CDSC fees of $8,519 were collected for the Class A Shares of Sound Point Floating Rate Income Fund, There were no CDSC fees collected for the Class A Shares of SiM High Yield Opportunities Fund.

A CDSC of 1.00% will be deducted with respect to Class C Shares redeemed within 12 months of purchase, unless waived as discussed in the Funds’ Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C Shares redeemed. During the year ended August 31, 2020, CDSC fees of $6,503 and $12,066 were collected for the Class C Shares of SiM High Yield Opportunities Fund and Sound Point Floating Rate Income Fund, respectively.

Trustee Fees and Expenses

Effective January 1, 2020, as compensation for their service to the American Beacon Funds Complex, including the Trust (collectively, the “Trusts”), each Trustee is compensated from the Trusts as follows: (1) an annual retainer of $120,000; (2) meeting attendance fee (for attendance in person or via teleconference) of (a) $12,000 for in person attendance, or $5,000 for telephonic attendance, by Board members for each regularly scheduled or special Board meeting, (b) $2,500 for attendance by Committee members at meetings of the Audit Committee and the Investment Committee, (c) $1,500 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. 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 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 $15,000.

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.

 

 

39


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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.

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.

Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by 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 its 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 Board, 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 Valuation Committee, established by the Board, 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 effectiveness of the Fund’s fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Fund’s fair valuation procedures.

 

 

40


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Valuation Inputs

Various inputs may be used to determine the fair value of the Funds’ 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, preferred securities, ETFs, 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.

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.

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.

Level 3 trading assets and trading liabilities, at fair value

The valuation techniques and significant inputs used in determining the fair values of financial instruments classified as Level 3 of the fair value hierarchy are as follows.

Securities and other assets for which market quotes are not readily available are valued at fair value as determined in good faith by the Board or persons acting at their direction and may be categorized as Level 3 of the fair value hierarchy.

Market quotes are considered not readily available in circumstances 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 Exchange close, that materially affect the values of the Fund’s securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, the exchanges or markets on which the securities trade, do not open for trading for the entire day and no other market prices are available. The Board has delegated to the Manager the responsibility for monitoring significant events that may materially affect the fair values of a Fund’s securities or assets and for determining whether the value of the applicable securities or assets should be re-evaluated in light of such significant events.

 

 

41


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to the Manager. For instances in which daily market quotes are not readily available, investments may be valued pursuant to guidelines established by the Board. In the event that the security or asset cannot be valued, pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Valuation Committee, generally based upon recommendations provided by the Manager.

When a Fund uses fair valuation methods applied by the Manager that use significant unobservable inputs to determine its NAV, the securities priced using this methodology are categorized as Level 3 of the fair value hierarchy. These methods may require subjective determinations about the value of a security. While the Trust’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security values as of the time of pricing, the Trust cannot guarantee that values determined by the Board or persons acting at their direction would accurately reflect the price that a Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Fund may differ from the value that would be realized if the securities were sold.

4.  Securities and Other Investments

Bank Loans and Senior Loans

Bank loans are fixed and floating rate loans arranged through private negotiations between a company or a non-U.S. government and one or more financial institutions (lenders). The Funds may invest in senior loans, which are floating rate loans, sometimes referred to as adjustable rate loans that hold a senior position in the capital structure of U.S. and foreign corporations, partnerships or other business entities. Under normal circumstances, senior loans have priority of claim ahead of other obligations of a borrower in the event of liquidation. Bank loans and senior loans may be collateralized or uncollateralized. They pay interest at rates that float above, or are adjusted periodically based on, a benchmark that reflects current interest rates. The Funds may invest in such loans in the form of participations in loans and assignments of all or a portion of loans from third parties. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser’s rights can be more restricted than those of the assigning institution, and, in any event, the Funds may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Funds generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Funds may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation. When the Fund purchases assignments from lenders, it will acquire direct rights against the borrower on the loan.

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.

 

 

42


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Convertible Securities

Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities include corporate bonds, notes, preferred stock or other securities that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Holders of convertible securities have a claim on the assets of the issuer prior to the common stockholders, but may be subordinated to holders of similar non-convertible securities of the same issuer. Because of the conversion feature, certain convertible securities may be considered equity equivalents.

Corporate Debt and Other Fixed-Income Securities

The Funds may hold debt, including government and corporate debt, and other fixed-income securities. The investment return of corporate debt securities reflects interest earning and changes in the market value of the security. Typically, the values of fixed-income securities change inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that their value will generally decline as prevailing interest rates rise, which may cause a Fund’s NAV to likewise decrease, and vice versa. How specific fixed-income securities may react to changes in interest rates will depend on specific characteristics of each security. 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.

Delayed Funding Loans and Revolving Credit Facilities

The Funds may enter into delayed funding loans and revolving credit facilities. Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specific term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that a Fund is committed to advance additional funds, it will at all times segregate or “earmark” assets, determined to be liquid in accordance with procedures established by the Board, in an amount sufficient to meet such commitments.

The Funds may invest in delayed funding loans and revolving credit facilities with credit quality comparable to that of issuers of its securities investments. Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value.

The Funds earn a commitment fee, typically set as a percentage of the commitment amount. Such fee income, which is included in “Interest income” on the Statements of Operations, is recognized ratably over the commitment period. Unfunded floating rate loan interests are marked-to-market daily, and any unrealized appreciation (depreciation) is included on the Statements of Assets and Liabilities and Statements of Operations.

 

 

43


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Floating Rate Securities

The coupons on certain fixed income securities in which the Funds may invest are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate such as a money market index, LIBOR or a Treasury bill rate. Floating rate obligations are less effective than fixed rate obligations at locking in a particular yield. Nevertheless, such obligations are subject to interest rate risk and may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation, or for other reasons.

As short-term interest rates decline, the coupons on floating rate securities typically should decrease. Alternatively, during periods of increasing interest rates, changes in the coupons of floating rate securities may lag behind changes in market rates or may have limits on the maximum increases in the coupon rates. The value of floating rate securities may decline if their coupons do not rise as much, or as quickly, as interest rates in general. Floating rate securities will not generally increase in value if interest rates decline.

In connection with floating rate loan interests, the Funds may also enter into unfunded floating rate loan interests (“commitments”). In connection with these commitments, the Funds earn a commitment fee, typically set as a percentage of the commitment amount. Such fee income, which is included in “Interest income” on the Statements of Operations, is recognized ratably over the commitment period. Unfunded floating rate loan interests are marked-to-market daily, and any unrealized appreciation (depreciation) is included on the Statements of Assets and Liabilities and Statements of Operations.

Foreign Debt Securities

The Funds may invest in foreign fixed and floating rate income securities (including emerging market securities) all or a portion of which may be non-U.S. dollar denominated and which include: (a) debt obligations issued or guaranteed by foreign national, provincial, state, municipal or other governments with taxing authority or by their agencies or instrumentalities, including Brady Bonds; (b) debt obligations of supranational entities; (c) debt obligations of the U.S. Government issued in non-dollar securities; (d) debt obligations and other fixed income securities of foreign corporate issuers (both dollar and non-dollar denominated); and (e) U.S. corporate issuers (both Eurodollar and non-dollar denominated). There is no minimum rating criteria for the Funds’ 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 Funds 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 Funds’ rights as an investor.

 

 

44


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

High-Yield Securities

High yield, non-investment grade bonds (also known as “junk bonds”) are low-quality, high-risk corporate bonds that generally offer a high level of current income. These bonds are considered speculative by rating organizations. High yield bonds are often issued as a result of corporate restructurings, such as leveraged buyouts, mergers, acquisitions, or other similar events. They may also be issued by smaller, less creditworthy companies or by highly leveraged firms, which are generally less able to make scheduled payments of interest and principal than more financially stable firms. Because of their low credit quality, high-yield bonds must pay higher interest to compensate investors for the substantial credit risk they assume.

Lower-rated securities are subject to certain risks that may not be present with investments in higher-grade securities. Investors should consider carefully their ability to assume the risks associated with lower-rated securities before investing in the Fund. The lower rating of certain high yielding corporate income securities reflects a greater possibility that the financial condition of the issuer or adverse changes in general economic conditions may impair the ability of the issuer to pay income and principal. Changes by rating agencies in their ratings of a fixed income security also may affect the value of these investments. However, allocating investments in the Fund among securities of different issuers should reduce the risks of owning any such securities separately. The prices of these high yielding securities tend to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments. During economic downturns or periods of rising interest rates, highly leveraged issuers may experience financial stress that adversely affects their ability to service principal and interest payment obligations, to meet projected business goals or to obtain additional financing, and the markets for their securities may be more volatile. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Additionally, accruals of interest income for the Fund may have to be adjusted in the event of default. In the event of an issuer’s default, the Fund may write off prior income accruals for that issuer, resulting in a reduction in the Fund’s current dividend payment. Frequently, the higher yields of high-yielding securities may not reflect the value of the income stream that holders of such securities may expect, but rather the risk that such securities may lose a substantial portion of their value as a result of their issuer’s financial restructuring or default. Additionally, an economic downturn or an increase in interest rates could have a negative effect on the high-yield securities market and on the market value of the high-yield securities held by the Fund, as well as on the ability of the issuers of such securities to repay principal and interest on their borrowings.

Illiquid and Restricted Securities

Generally, an illiquid asset is an asset that the Funds reasonably expect cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, as determined pursuant to Rule 22e-4 under the Investment Company Act or as otherwise permitted or required by SEC rules and interpretations. Historically, illiquid securities have included securities that have not been registered under the Securities Act, securities that are otherwise not readily marketable, and repurchase agreements having a remaining maturity of longer than seven calendar days. Securities that have not been registered under the Securities Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. These securities may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. A large institutional market exists for certain securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. However, the fact that there are contractual or legal restrictions on resale of such investments to the general public or to certain institutions may not be indicative of their liquidity.

Limitations on resale may have an adverse effect on the marketability of portfolio securities, and the Fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might

 

 

45


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

thereby experience difficulty satisfying redemptions within seven calendar days. In addition, the Fund may get only limited information about an issuer, so it may be less able to predict a loss. The Fund also might have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC adopted Rule 144A under the Securities Act. Rule 144A is designed to facilitate efficient trading among institutional investors by permitting the sale of certain unregistered securities to qualified institutional buyers. To the extent privately placed securities held by the Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the Securities Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of the Fund’s illiquidity. The Manager or the Sub-Advisor, as applicable, may determine that certain securities qualified for trading under Rule 144A are liquid. Regulation S under the Securities Act permits the sale abroad of securities that are not registered for sale in the United States and includes a provision for U.S. investors, such as the Fund, to purchase such unregistered securities if certain conditions are met.

Securities sold in private placement offerings made in reliance on the “private placement” exemption from registration afforded by Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A under the Securities Act (“Section 4(a)(2) securities”) are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as the Fund, that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. Section 4(a)(2) securities normally are resold to other institutional investors through or with the assistance of the issuer or dealers that make a market in the Section 4(a)(2) securities, thus providing liquidity.

Restricted securities outstanding during the year ended August 31, 2020 are disclosed in the Notes to the Schedules of Investments.

Inflation-Indexed Bonds

Inflation-indexed securities, also known as “inflation-protected securities,” are fixed income instruments structured such that their interest payments and principal amounts are adjusted to keep up with inflation. In periods of deflation when the inflation rate is declining, the principal value of an inflation-indexed security will be adjusted downward. This will result in a decrease in the interest payments thereon. The U.S. Treasury is obligated to repay at least the original principal value at maturity for inflation-indexed securities issued directly by the U.S. Government. However, inflation-indexed securities of other issuers may or may not have the same principal guarantee and may repay an amount less than the original principal value at maturity. Any increase in the principal amount of an inflation-indexed debt security will be considered ordinary income, even though a Fund will not receive the principal until maturity.

There can be no assurance that the inflation index used will accurately measure the real rate of inflation in the prices of goods and services. A Fund’s investments in inflation-indexed securities may lose value in the event that the actual rate of inflation is different than the rate of the inflation index. In addition, inflation-indexed securities are subject to the risk that the Consumer Price Index for All Urban Consumers (the index used for U.S. Treasury inflation-indexed securities) or other relevant pricing index (such as LIBOR) may be discontinued, fundamentally altered in a manner materially adverse to the interests of an investor in the securities, altered by legislation or Executive Order in a materially adverse manner to the interests of an investor in the securities or substituted with an alternative index.

Other Investment Company Securities and Other Exchange-Traded Products

The Funds 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

 

 

46


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Trust. The Funds may invest in securities of an investment company advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Funds become a shareholder of that investment company. As a result, the Funds’ shareholders indirectly will bear the Funds’ proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses the Funds’ shareholders directly bear in connection with the Funds’ 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 Funds in their Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

Payment-In-Kind Securities

The Funds may invest in payment-in-kind securities (“PIKs”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a pro-rata adjustment from the “Unrealized appreciation (depreciation) of investments” to “Dividend and interest receivable” in the Statements of Assets and Liabilities.

Real Estate Investment Trusts

The Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. The Funds re-characterize distributions received from REIT investments based on information provided by the REITs into the following categories: ordinary income, long-term capital gains, and return of capital. If information is not available on a timely basis from the REITs, the re-characterization will be estimated based on available information, which may include the previous year allocation. If new or additional information becomes available from the REITs at a later date, a re-characterization will be made the following year.

5.  Financial Derivative Instruments

The Funds may utilize derivative instruments to gain market exposure on cash balances to hedge foreign currency exposure or reduce market exposure in anticipation of liquidity needs. When considering the Funds’ use of derivatives, it is important to note that the Funds do not use derivatives for the purpose of creating financial leverage.

Futures Contracts

Futures contracts are contracts to buy or sell a standard quantity of securities at a specified price on a future date. The Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values of the contracts and the underlying securities or that the counterparty will fail to perform its obligations.

Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents a portion of the face value of the futures contract. The Funds usually reflects this amount on the Schedules of Investments as a U.S. Treasury Bill held as collateral for futures contracts or as cash deposited with broker on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

 

 

47


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

During the year ended August 31, 2020, the SiM High Yield Opportunities Fund entered into futures contracts primarily for hedging and exposing cash to markets.

The Funds’ 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 August 31, 2020  

SiM High Yield Opportunities

    663  

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

SiM High Yield Opportunities Fund

 

Fair values of financial instruments on the Statements of Assets and Liabilities as of August 31, 2020:

 

    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)     $         $ (2,372,006 )         $         $         $         $ (2,372,006 )

 

The effect of financial derivative instruments on the Statements of Operations as of August 31, 2020:

 

    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     $         $ 1,239,695         $         $         $         $ 1,239,695

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     $         $ (3,223,953 )         $         $         $         $ (3,223,953 )

(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 Statements of Assets and Liabilities.

Offsetting Assets and Liabilities

The Funds are parties to enforceable master netting agreements between brokers and counterparties which provide for the right to offset under certain circumstances. The Funds employ multiple money managers and counterparties and have elected not to offset qualifying financial and derivative instruments on the Statements 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, August 31, 2020.

 

 

48


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

SiM High Yield Opportunities Fund

 

Offsetting of Financial and Derivative Assets as of August 31, 2020:      

 

  Assets           Liabilities  
Futures Contracts   $       $ 2,372,006  
 

 

 

     

 

 

 
Total derivative assets and liabilities in the Statement of Assets and Liabilities   $       $ 2,372,006  
 

 

 

     

 

 

 
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”)   $       $ (2,372,006
 

 

 

     

 

 

 

6.  Principal Risks

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

Convertible Securities Risk

The value of a convertible security typically increases or decreases with the price of the underlying common stock. In general, a convertible security is subject to the risks of stocks when the underlying stock’s price is high relative to the conversion price and is subject to the risks of debt securities when the underlying stock’s price is low relative to the conversion price. The general market risks of debt securities that are common to convertible securities include, but are not limited to, interest rate risk and credit risk. Many convertible securities have credit ratings that are below investment grade and are subject to the same risks as an investment in below investment grade debt securities (commonly known as “junk bonds”). Lower-rated debt securities may fluctuate more widely in price and yield than investment grade debt securities and may fall in price during times when the economy is weak or is expected to become weak. Convertible securities are subject to the risk that the credit standing of the issuer may have an effect on the convertible security’s investment value. In addition, to the extent the Fund invests in convertible securities issued by small- or mid-cap companies, it will be subject to the risks of investing in such companies. The stocks of small- and mid-cap companies may fluctuate more widely in price than the market as a whole and there may also be less trading in small- or mid-cap stocks. Convertible securities are sensitive to movement in interest rates.

Covenant-Lite Obligations Risk

Certain investments, such as loans in which the Funds may invest directly or have exposure to through its investments in structured securities, may be “covenant-lite.” Covenant-lite obligations contain fewer maintenance covenants than other obligations, or no maintenance covenants at all, and may not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. The Fund’s exposure to losses on such investments may be increased, especially during a downturn in the credit cycle.

Credit Risk

The Funds are subject to the risk that the issuer or guarantor of a debt security, or the counterparty to a derivatives contract or a loan will fail to make timely payment of interest or principal or otherwise honor its obligations or default completely. A decline in the credit rating of an individual security held by the Funds may have an adverse impact on its price and make it difficult for the Funds 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. Since the Funds can invest significantly in high-yield investments considered speculative in nature, this risk may be substantial.

Currency Risk

The Funds 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 forward currency exchange contracts

 

 

49


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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 a 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 Funds’ investments in foreign currency denominated securities may reduce the returns of the Funds. Currency futures, forwards, options or swaps may not always work as intended, and in specific cases, the Funds 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 Funds may choose to not hedge its currency risks.

Equity Investments Risk

Equity securities are subject to market risk. The Funds’ 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 Funds 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 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.

Floating Rate Securities Risk

The coupons on certain fixed income securities in which the Funds 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, London Interbank Offered Rate (“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 floating rate securities typically decrease. Alternatively, during periods of rising 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. Conversely, floating rate securities will not generally increase in value if interest rates decline. Floating rate obligations are less effective than fixed rate obligations at locking in a particular yield and are subject to credit risk.

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 Funds to additional risks that they would not be subject to if they invested directly in the securities underlying

 

 

50


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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 a 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 a 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).

High-Yield Securities Risk

Investing in high-yield, below investment-grade securities (commonly referred to as “junk bonds”) generally involves significantly greater risks of loss of your money than an investment in investment grade securities. High-yield debt securities may fluctuate more widely in price and yield and may fall in price when the economy is weak or expected to become weak. High-yield securities are considered to be speculative with respect to an issuer’s ability to pay interest and principal and carry a greater risk that the issuers of lower-rated securities will default on the timely payment of principal and interest. Below investment grade securities may experience greater price volatility and less liquidity than investment grade securities.

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 Funds 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 Funds believe is its fair market value. In addition, transaction costs may be higher for restricted securities and the Funds may receive only limited information regarding the issuer of a restricted security. The Funds 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

The Fund is subject to the risk that the market value of fixed-income securities or derivatives it holds will decline due to rising interest rates. Generally, the value of investments with interest rate risk, such as fixed income securities, will move in the opposite direction to movements in interest rates. As of the date of this Annual Report, interest rates are historically low. In the future, interest rates may rise, perhaps significantly and/or rapidly, potentially resulting in substantial losses to the Fund. During periods of very low or negative interest rates, the Fund may be unable to maintain positive returns. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from Fund performance to the extent the Fund is exposed to such interest rates. The prices of fixed income securities and derivatives are also affected by their maturities. Fixed-income securities and derivatives with longer maturities generally have greater sensitivity to changes in interest rates. For example, if a bond has a duration of three years, a 1% increase in interest rates could be expected to result in a 3% decrease in the value of the bond, whereas if a bond has a duration of one year, a 1% increase in interest rates could be expected to result in a 1% decline in value. An increase in interest rates can impact markets broadly as well. Some investors buy securities and derivatives with borrowed money; an increase in interest rates can cause a decline in those markets. To the extent the Fund holds an investment with a negative interest rate to maturity, the Fund would generate a negative return on that investment.

LIBOR Risk

The Fund’s investments, payment obligations and financing terms may be based on floating rates, such as London Interbank Offer Rate (“LIBOR”), Euro Interbank Offered Rate and other similar types of reference rates

 

 

51


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

(each, a “Reference Rate”). These Reference Rates are generally intended to represent the rate at which contributing banks may obtain short-term borrowings from each other within certain financial markets. Arrangements are underway to phase out the use of LIBOR by the end of 2021. These arrangements and any additional regulatory or market changes may have an adverse impact on the Fund or its investments, including increased volatility or illiquidity in markets for instruments that rely on LIBOR.

There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund and the financial markets generally. The transition process, or the failure of an industry to transition, could lead to increased volatility and illiquidity in markets for instruments that currently rely on LIBOR to determine interest rates and a reduction in the values of some LIBOR-based investments, all of which would impact the Fund. At this time, it is not possible to completely identify or predict the effect of any transition, establishment of alternative Reference Rates or other reforms to Reference Rates that may be enacted in the UK or elsewhere. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or by counterparties or otherwise may adversely affect the Fund’s performance and/or NAV.

Liquidity Risk

When there is little or no active trading market for 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 Funds 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. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer.

Loan Interests Risk

In making investments in bank loans or senior loans, the Funds will depend primarily on the creditworthiness of the borrower for payment of principal and interest, and will also rely on the financial institution to make principal and interest payments to the Funds once it receives payment on the underlying loan. The Funds will also rely on the financial institution to pursue appropriate remedies against a borrower in the event that the borrower defaults. As such, the Funds may be exposed to the credit risk of both the financial institution that made the loan and the underlying borrower. Unlike publicly traded common stocks, which trade on national exchanges, there is no central place or exchange for loans, including bank loans and senior loans, to trade. There is a risk that the value of any collateral securing a loan in which the Funds have an interest may decline and that the collateral may not be sufficient to cover the amount owed on the loan. In the event the borrower defaults, the Funds’ access to the collateral may be limited or delayed by bankruptcy or other insolvency laws. Loans trade in an over-the-counter market, and confirmation and settlement, which are effected through standardized procedures and documentation, may take significantly longer than seven days to complete. Extended trade settlement periods may, in unusual market conditions with a high volume of shareholder redemptions, present a risk to shareholders regarding the Funds’ ability to pay redemption proceeds within the allowable time periods stated in its prospectus. The secondary market for floating rate loans also may be subject to irregular trading activity and wide bid/ask spreads. The lack of an active trading market for certain loans may impair the ability of the Funds to sell its loan interests at a time when it may otherwise be desirable to do so or may require the Funds to sell them at prices that are less than what the Funds regards as their fair market value and may make it difficult to value such loans. Accordingly, loan interests may at times be illiquid. Interests in loans made to finance highly leveraged companies or transactions, such as corporate acquisitions, may be especially vulnerable to adverse changes in economic or market conditions. The Funds may acquire a loan interest by obtaining an assignment of all or a portion of the interests in a particular loan that are held by an original lender or a prior assignee. As an assignee, the Funds normally will succeed to all rights and obligations of its assignor with respect to the portion of the loan that is being assigned. However, the rights and obligations acquired by the purchaser of a loan assignment may differ from, and be more limited than, those held by the original lenders or the assignor. Alternatively, the Funds may

 

 

52


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

acquire a participation in a loan interest that is held by another party. When the Funds’ loan interest is a participation, the Funds are subject to the risk that the party selling the participation interest will not remit the Funds’ pro rata share of loan payments to the Funds, and the Funds may have less control over the exercise of remedies than the party selling the participation interest.

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. 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 high levels of volatility in domestic and foreign financial markets that has caused losses for investors and may occur again in the future. 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, 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.

Other Investment Companies Risk

The Funds may invest in shares of other registered investment companies, including money market funds that are advised by the Manager. To the extent that the Funds invest in shares of other registered investment companies, the Funds 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 Funds 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 Funds invest in other investment companies that invest in equity securities, fixed-income securities and/or foreign securities, or that track an index, the Funds are 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

Prepayment risk is the risk that the principal amount of a bond may be repaid prior to the bond’s maturity date. Due to a decline in interest rates or excess cash flow, a debt security may be called or otherwise prepaid

 

 

53


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

before maturity. If this occurs, no additional interest will be paid on the investment and the Funds may have to invest at a lower rate, may not benefit from an increase in value that may result from declining interest rates, and may lose any premium it paid to acquire the security. Variable and floating rate securities may be less sensitive to prepayment risk. Extension risk is the risk that a decrease in prepayments may, as a result of higher interest rates or other factors, result in the extension of a security’s effective maturity, heighten interest rate risk and increase the potential for a decline in its price.

Recent Market Events Risk

An outbreak of infectious respiratory illness caused by a novel coronavirus, known as COVID-19, was first detected in China in December 2019 and has subsequently spread globally. The transmission of COVID-19 and efforts to contain its spread have resulted, and may continue to result, in significant disruptions to business operations, widespread business closures and layoffs, travel restrictions and closed borders, prolonged quarantines and stay-at-home orders, disruption of and delays in healthcare service preparation and delivery, service and event changes, and lower consumer demand, as well as general concern and uncertainty that has negatively affected the global economy. The impact of the COVID-19 pandemic may last for an extended period of time and may result in a sustained economic downturn or recession. The U.S. Federal Reserve and the U.S. federal government have taken numerous measures to address the economic impact of the COVID-19 pandemic and stimulate the U.S. economy. The ultimate effects of these and other efforts that may be taken may not be known for some time. The Federal Reserve has spent hundreds of billions of dollars to keep credit flowing through short-term money markets and has signaled that it plans to maintain its interventions at an elevated level. Amid these ongoing efforts, concerns about the markets’ dependence on the Federal Reserve’s provision of liquidity have grown. The U.S. government has reduced the federal corporate income tax rate, and future legislative, regulatory and policy changes may result in more restrictions on international trade, less stringent prudential regulation of certain players in the financial markets, and significant new investments in infrastructure and national defense. High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. A rise in protectionist trade policies, slowing global economic growth, risks associated with the United Kingdom’s departure from the European Union on January 31, 2020, commonly referred to as “Brexit,” and trade agreement negotiations during the transition period, the risks associated with ongoing trade negotiations with China, the possibility of changes to some international trade agreements, tensions or open conflict between nations, or political or economic dysfunction within some nations that are major producers of oil could affect the economies of many nations, including the United States, in ways that cannot necessarily be foreseen at the present time. 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 Funds may experience periods of heavy redemptions that could cause the Funds to sell assets at inopportune times or at a loss or depressed value. Redemption risk is greater to the extent that one or more investors or intermediaries control a large percentage of investments in the Funds, have short investment horizons, or have unpredictable cash flow needs. A general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from mutual funds that hold large amounts of fixed-income securities. This, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed-income securities, may result in decreased liquidity and increased volatility in the fixed-income markets, and heightened redemption risk. Heavy redemptions, whether by a few large investors or many smaller investors, could hurt the Funds’ performance. This risk is heightened if the Fund invests in emerging market securities, which are generally less liquid than the securities of U.S. and other developed markets. The sale of assets to meet redemption requests may create net capital gains or losses, which could cause the Funds to have to distribute substantial capital gains.

 

 

54


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

Unrated Securities Risk

Because the Fund may purchase securities that are not rated by any rating organization, the Sub-Advisor, after assessing their credit quality, may internally assign ratings to certain of those securities in categories of those similar to those of rating organizations. Investing in unrated securities involves the risk that the Sub-Advisor may not accurately evaluate the security’s comparative credit rating. Analysis of the creditworthiness of issuers of unrated securities may be more complex than for issuers of higher-quality debt obligations. To the extent that the Fund invests in unrated securities, the Fund’s success in achieving its investment objectives may depend more heavily on the Sub-Advisor’s credit analysis than if the Fund invested exclusively in rated securities. Some unrated securities may not have an active trading market or may be difficult to value, which means the Fund might have difficulty selling them promptly at an acceptable price. Unrated securities may also be subject to greater liquidity risk and price volatility.

Variable and Floating Rate Securities Risk

The coupons on certain fixed income securities in which a Fund may invest are not fixed and may fluctuate based upon changes in market rates. The coupon on a floating rate security is generally based on an interest rate such as a money-market index, LIBOR or a Treasury bill rate. 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.

7.  Federal Income and Excise Taxes

It is the policy of each 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, each Fund is treated as a single entity for the purpose of determining such qualification.

The Funds do not have any unrecorded tax liabilities in the accompanying financial statements. Each of the tax years in the four year period ended August 31, 2020 remain subject to examination by the Internal Revenue Service. If applicable, the Funds recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

The Funds 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.

 

 

55


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

The tax character of distributions paid were as follows:

 

    SiM High Yield Opportunities Fund           Sound Point Floating Rate Income Fund  
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
          Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Distributions paid from:

 

Ordinary income*

 

R5 ClassA

  $ 24,656,231       $ 25,158,278       $ 15,651,271       $ 25,168,717  

Y Class

    45,283,091         37,145,789         31,011,790         69,601,964  

Investor Class

    3,545,239         5,006,310         6,712,557         23,917,366  

A Class

    1,316,760         1,586,624         2,232,615         3,256,554  

C Class

    2,633,449         3,025,464         2,160,406         3,309,136  

SP Class

                    12,119         34,122  
 

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions paid

  $ 77,434,770       $ 71,922,465       $ 57,780,758       $ 125,287,859  
 

 

 

     

 

 

     

 

 

     

 

 

 

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

A Formerly known as Institutional Class.

As of August 31, 2020, the components of distributable earnings (deficits) on a tax basis were as follows:

 

Fund

  Tax Cost           Unrealized
Appreciation
          Unrealized
(Depreciation)
          Net Unrealized
Appreciation
(Depreciation)
 
SiM High Yield Opportunities   $ 1,252,127,346       $ 68,717,404       $ (90,108,369     $ (21,390,965
Sound Point Floating Rate Income     673,308,310         5,695,926         (55,573,334       (49,877,408

 

Fund

  Net Unrealized
Appreciation
(Depreciation)
          Undistributed
Ordinary
Income
          Undistributed
Long-Term
Capital Gains
          Accumulated
Capital and
Other (Losses)
          Other
Temporary
Differences
          Distributable
Earnings
 
SiM High Yield Opportunities   $ (21,390,965     $ -       $ -       $ (61,839,898     $ (604,664     $ (83,835,527
Sound Point Floating Rate Income     (49,877,408       2,182,803         -         (182,872,109       (155,603       (230,722,317

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, unused capital loss carryforwards, the realization for tax purposes of unrealized gains (losses) on certain derivative instruments, dividends payable at the end of period, premium amortization, and the reclassification of income from real estate investment securities and publicly traded partnerships.

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 Statements of Assets and Liabilities.

Accordingly, the following amounts represent current year permanent differences derived from reclassifications of income from publicly traded partnerships as of August 31, 2020:

 

Fund

  Paid-In-Capital           Distributable
Earnings/(Deficits)
       
SiM High Yield Opportunities   $ (2,012     $ 2,012    
Sound Point Floating Rate Income     -         -    

Under the Regulated Investment Company Modernization Act of 2010 (“RIC MOD”), net capital losses recognized by the Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses.

 

 

56


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

During the year ended August 31, 2020, the Funds had the following post RIC MOD capital loss carryforwards:

 

Fund

  Short-Term Capital
Loss Carryforwards
          Long-Term Capital
Loss Carryforwards
 
SiM High Yield Opportunities   $  5,876,166       $ 54,924,303  
Sound Point Floating Rate Income     52,205,015         130,667,094  

The Funds are permitted for tax purposes to defer into the next fiscal year qualified late year losses. Qualified late year capital losses are net losses incurred after October 31 through the Fund’s fiscal year end, August 31, 2020. Qualified late year ordinary losses are specified losses generally incurred after October 31 through the end of the Fund’s fiscal year end, August 31, 2020. For the period ending August 31, 2020, SiM High Yield Opportunities deferred $1,039,429 ordinary loss to September 1, 2020.

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 August 31, 2020 were as follows:

 

Fund

  Purchases (non-U.S.
Government
Securities)
          Sales (non-U.S.
Government
Securities)
 
SiM High Yield Opportunities   $ 746,462,389       $ 670,624,692  
Sound Point Floating Rate Income     488,709,356         1,097,363,672  

A summary of the Funds’ transactions in the USG Select Fund for the year ended August 31, 2020 were as follows:

 

Fund

  Type of
Transaction
          August 31,
2019
Shares/Fair
Value
          Purchases           Sales    

 

    August 31,
2020
Shares/Fair
Value
 
SiM High Yield Opportunities     Direct       $ 22,977,485       $ 593,685,147       $ 597,467,294       $ 19,195,338  
Sound Point Floating Rate Income     Direct         56,313,566         574,110,340         565,674,330         64,749,576  

9.  Borrowing Arrangements

Effective November 14, 2019 (the “Effective Date”), the Funds, along with certain other funds managed by the Manager (“Participating Funds”), entered into 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 $250 million with interest at a rate equal to the higher of (a) one-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.25% per annum or (b) the Federal Funds rate plus 1.25% per annum on amounts borrowed. Each of the Participating Funds paid a closing fee of $100,000 on the Effective Date and a quarterly commitment fee at a rate of 0.25% per annum on the unused portion of the Committed Line amount. Effective August 6, 2020, the Committed Line was reduced from $250 million to $150 million. The Committed Line expires November 12, 2020, unless extended by the Bank or terminated by the Participating Funds in accordance with the agreement.

On the Effective Date, the Funds, along with certain other Participating Funds managed by the Manager, also entered into 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 is $50 million with interest at a rate equal to the higher of (a) one-month LIBOR plus 1.25% per annum or (b) the Federal Funds rate plus 1.25% per annum on each outstanding loan. Each of the Participating Funds paid a closing fee of $35,000 on the Effective Date. The Uncommitted Line expires November 12, 2020 unless extended by the Bank or terminated by the Participating Funds in accordance with the agreement.

 

 

57


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

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

During the year ended August 31, 2020, the Sound Point Floating Rate Income Fund borrowed a total of $88,000,000 from the Committed Line for a total of 24 days with interest charges of $65,538 in order to facilitate portfolio liquidity. The amount is recorded as “Line of credit interest expense” in the Statements of Operations. At August 31, 2020, the Fund did not have an outstanding balance with either facility.

10.  Capital Share Transactions

The tables below summarize the activity in capital shares for each Class of the Funds:

 

    R5 ClassA  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

SiM High Yield Opportunities Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     17,504,959       $ 149,703,776         15,437,106       $ 145,112,330  
Reinvestment of dividends     2,371,512         21,005,242         2,289,005         21,522,945  
Shares redeemed     (17,829,769       (155,861,200       (15,814,162       (148,162,950
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase in shares outstanding     2,046,702       $ 14,847,818         1,911,949       $ 18,472,325  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Y Class  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

SiM High Yield Opportunities Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     50,494,683       $ 439,436,786         45,133,600       $ 424,531,252  
Reinvestment of dividends     4,703,522         41,683,769         3,538,614         33,244,349  
Shares redeemed     (43,475,282       (376,792,567       (40,780,186       (382,696,915
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase in shares outstanding     11,722,923       $ 104,327,988         7,892,028       $ 75,078,686  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Investor Class  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

SiM High Yield Opportunities Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     2,496,097       $ 21,846,413         3,414,989       $ 32,164,610  
Reinvestment of dividends     367,583         3,271,009         505,270         4,734,555  
Shares redeemed     (6,765,414       (58,335,121       (4,983,054       (46,728,940
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (3,901,734     $ (33,217,699       (1,062,795     $ (9,829,775
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    A Class  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

SiM High Yield Opportunities Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     1,085,127       $ 9,561,268         577,283       $ 5,426,672  
Reinvestment of dividends     129,538         1,147,893         152,758         1,433,137  
Shares redeemed     (1,076,150       (9,442,477       (2,201,657       (20,442,401
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     138,515       $ 1,266,684         (1,471,616     $ (13,582,592
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    C Class  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

SiM High Yield Opportunities Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     628,934       $ 5,636,760         828,996       $ 7,826,558  
Reinvestment of dividends     254,828         2,272,867         278,665         2,631,143  
Shares redeemed     (2,140,359       (18,844,329       (1,591,180       (14,977,488
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (1,256,597     $ (10,934,702       (483,519     $ (4,519,787
 

 

 

     

 

 

     

 

 

     

 

 

 

 

 

58


American Beacon FundsSM

Notes to Financial Statements

August 31, 2020

 

 

 
    R5 ClassA  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

Sound Point Floating Rate Income Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     10,544,402       $ 99,086,583         22,285,559       $ 225,372,595  
Reinvestment of dividends     1,486,306         13,605,713         2,152,580         21,541,216  
Shares redeemed     (28,908,466       (263,675,597       (27,402,192       (275,051,558
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (16,877,758     $ (150,983,301       (2,964,053     $ (28,137,747
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Y Class  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

Sound Point Floating Rate Income Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     22,766,403       $ 206,582,764         65,000,408       $ 656,251,877  
Reinvestment of dividends     3,268,352         29,930,283         6,690,163         67,046,668  
Shares redeemed     (69,646,779       (634,592,790       (113,976,435       (1,143,163,263
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (43,612,024     $ (398,079,743       (42,285,864     $ (419,864,718
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    Investor Class  
    Year Ended
August 31, 2020
    Year Ended
August 31, 2019
 

Sound Point Floating Rate Income Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     2,253,017       $ 20,615,546         20,578,393       $ 208,421,538  
Reinvestment of dividends     719,119         6,620,546         2,368,717         23,719,523  
Shares redeemed     (18,434,171       (170,404,180       (53,493,144       (534,924,169
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (15,462,035     $ (143,168,088       (30,546,034     $ (302,783,108
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    A Class  
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Sound Point Floating Rate Income Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     1,213,758       $ 11,069,016         1,602,405       $ 16,254,026  
Reinvestment of dividends     241,973         2,202,955         321,531         3,225,741  
Shares redeemed     (2,730,177       (25,016,775       (3,016,027       (30,303,854
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (1,274,446     $ (11,744,804       (1,092,091     $ (10,824,087
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    C Class  
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Sound Point Floating Rate Income Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold     307,244       $ 2,865,145         2,315,641       $ 23,536,919  
Reinvestment of dividends     196,727         1,805,678         294,618         2,962,557  
Shares redeemed     (2,922,921       (27,208,734       (2,468,948       (24,791,033
 

 

 

     

 

 

     

 

 

     

 

 

 
Net increase (decrease) in shares outstanding     (2,418,950     $ (22,537,911       141,311       $ 1,708,443  
 

 

 

     

 

 

     

 

 

     

 

 

 
 
    SP Class  
    Year Ended
August 31, 2020
          Year Ended
August 31, 2019
 

Sound Point Floating Rate Income Fund

 

Shares

         

Amount

         

Shares

         

Amount

 
Shares sold           $         4,327       $ 43,975  
Reinvestment of dividends     1,266         11,614         3,335         33,554  
Shares redeemed     (17,247       (150,083       (47,492       (474,533
 

 

 

     

 

 

     

 

 

     

 

 

 
Net (decrease) in shares outstanding     (15,981     $ (138,469       (39,830     $ (397,004
 

 

 

     

 

 

     

 

 

     

 

 

 

A Formerly known as Institutional Class.

11.  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 Funds’ financial statements through this date.

 

 

59


American Beacon SiM High Yield Opportunities FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    R5 ClassA  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.44       $ 9.52       $ 9.61       $ 9.49       $ 9.43  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.57         0.59         0.59         0.57         0.59  

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

    (0.37       (0.07       (0.11       0.13         0.05  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    0.20         0.52         0.48         0.70         0.64  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.58       (0.60       (0.55       (0.53       (0.52

Tax return of capital

    -         -         (0.02 )B        (0.05 )B        (0.06 )B 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.58       (0.60       (0.57       (0.58       (0.58
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to beneficial interests

    -         -         -         -         0.00 C 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 9.06       $ 9.44       $ 9.52       $ 9.61       $ 9.49  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnD

    2.39       5.65       5.13       7.51       7.28
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 399,310,742       $ 396,916,950       $ 382,074,042       $ 355,492,590       $ 419,036,240  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    0.86       0.83       0.87       0.85       0.91

Expenses, net of reimbursements or recoupments

    0.85       0.84       0.84       0.84       0.84

Net investment income, before expense reimbursements or recoupments

    6.33       6.31       5.91       6.00       6.30

Net investment income, net of reimbursements or recoupments

    6.34       6.30       5.94       6.01       6.37

Portfolio turnover rate

    57       44       51       50       57

 

A 

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

B 

Tax return of capital is calculated based on outstanding shares at the time of distribution.

C 

Amount represents less than $0.01 per share. Effective December 29, 2016, the redemption fee was terminated by the Trust’s Board of Trustees.

D 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

 

See accompanying notes

 

60


American Beacon SiM High Yield Opportunities FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Y Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.43       $ 9.51       $ 9.60       $ 9.48       $ 9.42  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.56         0.59         0.59         0.58         0.59  

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

    (0.37       (0.08       (0.11       0.11         0.05  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    0.19         0.51         0.48         0.69         0.64  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.57       (0.59       (0.55       (0.52       (0.52

Tax return of capital

    -         -         (0.02 )A        (0.05 )A        (0.06 )A 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.57       (0.59       (0.57       (0.57       (0.58
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to beneficial interests

    -         -         -         -         0.00 B 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 9.05       $ 9.43       $ 9.51       $ 9.60       $ 9.48  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnC

    2.33       5.58       5.09       7.46       7.21
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 740,616,507       $ 661,486,121       $ 591,845,939       $ 577,349,417       $ 446,395,255  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    0.90       0.91       0.88       0.89       0.91

Expenses, net of reimbursements or recoupments

    0.90       0.91       0.88       0.89       0.91

Net investment income, before expense reimbursements or recoupments

    6.29       6.23       5.90       5.93       6.28

Net investment income, net of reimbursements or recoupments

    6.29       6.23       5.90       5.93       6.29

Portfolio turnover rate

    57       44       51       50       57

 

A 

Tax return of capital is calculated based on outstanding shares at the time of distribution.

B 

Amount represents less than $0.01 per share. Effective December 29, 2016, the redemption fee was terminated by the Trust’s Board of Trustees.

C 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

 

See accompanying notes

 

61


American Beacon SiM High Yield Opportunities FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Investor Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.41       $ 9.49       $ 9.58       $ 9.45       $ 9.40  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.32         0.54         0.51         0.53         0.50  

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

    (0.17       (0.05       (0.06       0.15         0.10  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    0.15         0.49         0.45         0.68         0.60  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.54       (0.57       (0.52       (0.51       (0.49

Tax return of capital

    -         -         (0.02 )A        (0.04 )A        (0.06 )A 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.54       (0.57       (0.54       (0.55       (0.55
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to beneficial interests

    -         -         -         -         0.00 B 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 9.02       $ 9.41       $ 9.49       $ 9.58       $ 9.45  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnC

    1.91       5.32       4.81       7.31       6.82
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 40,259,060       $ 78,700,798       $ 89,459,142       $ 115,679,739       $ 129,503,495  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.18       1.15       1.14       1.13       1.17

Expenses, net of reimbursements or recoupments

    1.18       1.15       1.14       1.13       1.18

Net investment income, before expense reimbursements or recoupments

    5.91       5.98       5.62       5.70       5.97

Net investment income, net of reimbursements or recoupments

    5.91       5.98       5.62       5.70       5.96

Portfolio turnover rate

    57       44       51       50       57

 

A 

Tax return of capital is calculated based on outstanding shares at the time of distribution.

B 

Amount represents less than $0.01 per share. Effective December 29, 2016, the redemption fee was terminated by the Trust’s Board of Trustees.

C 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

 

See accompanying notes

 

62


American Beacon SiM High Yield Opportunities FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    A Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.41       $ 9.53       $ 9.61       $ 9.49       $ 9.43  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.55         0.47         0.48         0.55         0.54  

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

    (0.39       (0.02       (0.01       0.11         0.07  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    0.16         0.45         0.47         0.66         0.61  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.55       (0.57       (0.53       (0.50       (0.49

Tax return of capital

    -         -         (0.02 )A        (0.04 )A        (0.06 )A 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.55       (0.57       (0.55       (0.54       (0.55
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to beneficial interests

    -         -         -         -         0.00 B 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 9.02       $ 9.41       $ 9.53       $ 9.61       $ 9.49  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnC

    1.94       4.85       5.00       7.12       6.87
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 23,945,109       $ 23,694,436       $ 37,998,012       $ 84,955,157       $ 79,917,424  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.15       1.17       1.07       1.20       1.23

Expenses, net of reimbursements or recoupments

    1.15       1.17       1.07       1.20       1.24

Net investment income, before expense reimbursements or recoupments

    6.01       5.94       5.65       5.62       5.99

Net investment income, net of reimbursements or recoupments

    6.01       5.94       5.65       5.62       5.98

Portfolio turnover rate

    57       44       51       50       57

 

A 

Tax return of capital is calculated based on outstanding shares at the time of distribution.

B 

Amount represents less than $0.01 per share. Effective December 29, 2016, the redemption fee was terminated by the Trust’s Board of Trustees.

C 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

 

See accompanying notes

 

63


American Beacon SiM High Yield Opportunities FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    C Class  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.48       $ 9.56       $ 9.65       $ 9.53       $ 9.47  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.46         0.49         0.48         0.47         0.48  

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

    (0.37       (0.07       (0.09       0.12         0.06  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income from investment operations

    0.09         0.42         0.39         0.59         0.54  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.48       (0.50       (0.47       (0.43       (0.43

Tax return of capital

    -         -         (0.01 )A        (0.04 )A        (0.05 )A 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.48       (0.50       (0.48       (0.47       (0.48
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Redemption fees added to beneficial interests

    -         -         -         -         0.00 B 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 9.09       $ 9.48       $ 9.56       $ 9.65       $ 9.53  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnC

    1.22       4.54       4.08       6.33       6.08
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

 

Net assets, end of period

  $ 41,992,083       $ 55,699,475       $ 60,797,852       $ 69,698,961       $ 73,668,689  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.89       1.89       1.85       1.94       1.97

Expenses, net of reimbursements or recoupments

    1.89       1.89       1.85       1.94       1.99

Net investment income, before expense reimbursements or recoupments

    5.26       5.24       4.93       4.90       5.26

Net investment income, net of reimbursements or recoupments

    5.26       5.24       4.93       4.90       5.25

Portfolio turnover rate

    57       44       51       50       57

 

A 

Tax return of capital is calculated based on outstanding shares at the time of distribution.

B 

Amount represents less than $0.01 per share. Effective December 29, 2016, the redemption fee was terminated by the Trust’s Board of Trustees.

C 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

 

See accompanying notes

 

64


American Beacon Sound Point Floating Rate Income FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    R5 ClassA  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.79       $ 10.28       $ 10.35       $ 10.20       $ 10.38  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.50         0.56         0.53         0.46         0.51  

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

    (0.92       (0.44       (0.05       0.18         (0.10
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.42       0.12         0.48         0.64         0.41  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.55       (0.61       (0.52       (0.47       (0.55

Distributions from net realized gains

    -         -         (0.03       (0.02       (0.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.55       (0.61       (0.55       (0.49       (0.59
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.82       $ 9.79       $ 10.28       $ 10.35       $ 10.20  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (4.08 )%        1.77       4.71       6.37       4.12
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $  160,767,886       $ 343,916,230       $ 391,526,212       $ 231,445,512       $ 63,147,618  

Ratios to average net assets:

 

Expenses, before reimbursements or recoupments

    0.90       0.84       0.82       0.85       1.26

Expenses, net of reimbursements or recoupments

    0.90       0.84       0.84       0.84       0.92 %C 

Net investment income, before expense reimbursements or recoupments

    6.29       6.10       5.16       4.51       4.78

Net investment income, net of reimbursements or recoupments

    6.29       6.10       5.14       4.52       5.12

Portfolio turnover rate

    56       58       69       86       168

 

A 

Prior to February 28, 2020, the R5 Class was known as Institutional Class.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Expense ratios may exceed stated expense caps in Note 2 due to pre-adoption expenses.

 

See accompanying notes

 

65


American Beacon Sound Point Floating Rate Income FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Y Class  
    Year Ended August 31,           December 11,
2015A to
August 31,
2016
 
             
    2020           2019           2018           2017        
 

 

 

 

Net asset value, beginning of period

  $ 9.80       $ 10.29       $ 10.36       $ 10.21       $ 10.34  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.46         0.54         0.52         0.46         0.53  

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

    (0.89       (0.42       (0.04       0.17         (0.09
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.43       0.12         0.48         0.63         0.44  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.55       (0.61       (0.52       (0.46       (0.53

Distributions from net realized gains

    -         -         (0.03       (0.02       (0.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.55       (0.61       (0.55       (0.48       (0.57
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.82       $ 9.80       $ 10.29       $ 10.36       $ 10.21  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (4.24 )%        1.68       4.68       6.27       4.37 %C 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 323,133,710       $ 786,638,267       $  1,260,705,246       $ 507,077,617       $ 22,952,034  

Ratios to average net assets:

 

Expenses, before reimbursements or recoupments

    0.96       0.90       0.88       0.92       1.42 %D 

Expenses, net of reimbursements or recoupments

    0.96       0.90       0.88       0.93       0.94 %D 

Net investment income, before expense reimbursements or recoupments

    6.21       5.99       5.13       4.43       4.64 %D 

Net investment income, net of reimbursements or recoupments

    6.21       5.99       5.13       4.42       5.11 %D 

Portfolio turnover rate

    56       58       69       86       168 %E 

 

A 

Commencement of operations.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Not annualized.

D 

Annualized.

E 

Portfolio turnover rate is for the period from December 11, 2015 through August 31, 2016 and is not annualized.

 

See accompanying notes

 

66


American Beacon Sound Point Floating Rate Income FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    Investor Class  
    Year Ended August 31,           December 11,
2015A to
August 31,
2016
 
             
    2020           2019           2018           2017        
 

 

 

 

Net asset value, beginning of period

  $ 9.78       $ 10.26       $ 10.33       $ 10.18       $ 10.33  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.30         0.49         0.50         0.46         0.50  

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

    (0.76       (0.40       (0.04       0.15         (0.09
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.46       0.09         0.46         0.61         0.41  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.52       (0.57       (0.50       (0.44       (0.52

Distributions from net realized gains

                    (0.03       (0.02       (0.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.52       (0.57       (0.53       (0.46       (0.56
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.80       $ 9.78       $ 10.26       $ 10.33       $ 10.18  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (4.53 )%        1.38       4.51       6.12       4.16 %C 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 57,117,869       $ 214,702,538       $ 538,668,514       $ 129,817,379       $ 3,641,581  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.24       1.22       1.04       1.07       1.31 %D 

Expenses, net of reimbursements or recoupments

    1.24       1.22       1.04       1.09       1.22 %D 

Net investment income, before expense reimbursements or recoupments

    5.99       5.60       5.02       4.24       4.26 %D 

Net investment income, net of reimbursements or recoupments

    5.99       5.60       5.02       4.22       4.35 %D 

Portfolio turnover rate

    56       58       69       86       168 %E 

 

A 

Commencement of operations.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Not annualized.

D 

Annualized.

E 

Portfolio turnover rate is for the period from December 11, 2015 through August 31, 2016 and is not annualized.

 

See accompanying notes

 

67


American Beacon Sound Point Floating Rate Income FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    A Class  
    Year Ended August 31,           December 11,
2015A to
August 31,
2016
 
             
    2020           2019           2018           2017        
 

 

 

 

Net asset value, beginning of period

  $ 9.82       $ 10.28       $ 10.35       $ 10.20       $ 10.33  
 

 

 

     

 

 

     

 

 

     

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.51         0.56         0.49         0.42         0.51  

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

    (0.97       (0.44       (0.04       0.17         (0.10
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.46       0.12         0.45         0.59         0.41  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.53       (0.58       (0.49       (0.42       (0.50

Distributions from net realized gains

                    (0.03       (0.02       (0.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.53       (0.58       (0.52       (0.44       (0.54
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.83       $ 9.82       $ 10.28       $ 10.35       $ 10.20  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (4.53 )%        1.53       4.39       5.92       4.13 %C 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 29,739,876       $ 45,602,098       $ 58,987,550       $ 32,450,342       $ 6,849,306  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.17       1.13       1.13       1.22       1.67 %D 

Expenses, net of reimbursements or recoupments

    1.17       1.13       1.14       1.24       1.24 %D 

Net investment income, before expense reimbursements or recoupments

    5.95       5.80       4.85       4.07       4.51 %D 

Net investment income, net of reimbursements or recoupments

    5.95       5.80       4.84       4.04       4.93 %D 

Portfolio turnover rate

    56       58       69       86       168 %E 

 

A 

Commencement of operations.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Not annualized.

D 

Annualized.

E 

Portfolio turnover rate is for the period from December 11, 2015 through August 31, 2016 and is not annualized.

 

See accompanying notes

 

68


American Beacon Sound Point Floating Rate Income FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    C Class  
    Year Ended August 31,           December 11,
2015A to
August 31,
2016
 
             
    2020           2019           2018           2017        
 

 

 

 

Net asset value, beginning of period

  $ 9.85       $ 10.29       $ 10.35       $ 10.21       $ 10.33  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income (loss) from investment operations:

                 

Net investment income

    0.45         0.51         0.42         0.35         0.45  

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

    (0.98       (0.44       (0.04       0.16         (0.08
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.53       0.07         0.38         0.51         0.37  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.46       (0.51       (0.41       (0.35       (0.45

Distributions from net realized gains

                    (0.03       (0.02       (0.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.46       (0.51       (0.44       (0.37       (0.49
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.86       $ 9.85       $ 10.29       $ 10.35       $ 10.21  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnB

    (5.25 )%        0.67       3.73       5.03       3.67 %C 
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $ 31,330,022       $ 58,653,731       $ 59,792,915       $ 31,434,098       $ 3,040,244  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.94       1.90       1.88       1.97       2.55 %D 

Expenses, net of reimbursements or recoupments

    1.94       1.90       1.88       1.99       1.99 %D 

Net investment income, before expense reimbursements or recoupments

    5.19       5.07       4.10       3.31       3.50 %D 

Net investment income, net of reimbursements or recoupments

    5.19       5.07       4.10       3.29       4.06 %D 

Portfolio turnover rate

    56       58       69       86       168 %E 

 

A 

Commencement of operations.

B 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

C 

Not annualized.

D 

Annualized.

E 

Portfolio turnover rate is for the period from December 11, 2015 through August 31, 2016 and is not annualized.

 

See accompanying notes

 

69


American Beacon Sound Point Floating Rate Income FundSM

Financial Highlights

(For a share outstanding throughout the period)

 

 

    SP ClassA  
    Year Ended August 31,  
    2020           2019           2018           2017           2016  
 

 

 

 

Net asset value, beginning of period

  $ 9.84       $ 10.30       $ 10.36       $ 10.19       $ 10.38  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Income from investment operations:

                 

Net investment income

    0.56 B        0.58 B        0.49         0.25 B        0.30  

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

    (1.02       (0.46       (0.03       0.37         0.07  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total income (loss) from investment operations

    (0.46       0.12         0.46         0.62         0.37  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Less distributions:

                 

Dividends from net investment income

    (0.52       (0.58       (0.49       (0.43       (0.52

Distributions from net realized gains

                    (0.03       (0.02       (0.04
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions

    (0.52       (0.58       (0.52       (0.45       (0.56
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net asset value, end of period

  $ 8.86       $ 9.84       $ 10.30       $ 10.36       $ 10.19  
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total returnC

    (4.51 )%        1.40       4.49       6.13       3.70
 

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Ratios and supplemental data:

                 

Net assets, end of period

  $     113,010       $      282,847       $      705,984       $      785,649       $ 11,651,032  

Ratios to average net assets:

                 

Expenses, before reimbursements or recoupments

    1.16       1.06       1.04       1.08       1.49

Expenses, net of reimbursements or recoupments

    1.16       1.15       1.15       1.12       1.19 %D 

Net investment income, before expense reimbursements or recoupments

    6.08       5.83       4.86       4.25       4.01

Net investment income, net of reimbursements or recoupments

    6.08       5.74       4.75       4.21       4.30

Portfolio turnover rate

    56       58       69       86       168

 

A 

Prior to the reorganization on December 11, 2015, the SP Class was known as the Investor Class.

B 

Per share amounts have been calculated using the average shares method.

C 

Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

D 

Expense ratios may exceed stated expense caps in Note 2 due to pre-adoption expenses.

 

See accompanying notes

 

70


American Beacon FundsSM

Federal Tax Information

August 31, 2020 (Unaudited)

 

 

Certain tax information regarding the Funds are required to be provided to shareholders based upon the Fund’s income and distributions for the taxable year ended August 31, 2020. The information and distributions reported herein may differ from information and distributions taxable to the shareholders for the calendar year ended December 31, 2020.

The Funds designated the following items with regard to distributions paid during the fiscal year ended August 31, 2020. 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:

 

SiM High Yield Opportunities

    0.08

Sound Point Floating Rate Income

    N/A  

Qualified Dividend Income:

 

SiM High Yield Opportunities

    0.49

Sound Point Floating Rate Income

    N/A  

Long-Term Capital Gain Distributions:

 

SiM High Yield Opportunities

  $       -  

Sound Point Floating Rate Income

    -  

Short-Term Capital Gain Distributions:

 

SiM High Yield Opportunities

  $       -  

Sound Point Floating Rate Income

    -  

Shareholders will receive notification in January 2021 of the applicable tax information necessary to prepare their 2020 income tax returns.

 

 

71


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

Renewal and Approval of Management Agreement and Investment Advisory Agreements

At meetings held on May 14, 2020 and June 3-4, 2020 (collectively, the “Meetings”) via Zoom videoconference, the Board of Trustees (“Board” or “Trustees”) considered and then, at its June 4, 2020 meeting, approved the renewal of:

(1) the Management Agreement between American Beacon Advisors, Inc. (“Manager”) and the American Beacon Funds (“Trust”), on behalf of the American Beacon Sound Point Floating Rate Income Fund (“Sound Point Fund”) and American Beacon SiM High Yield Opportunities Fund (“SiM Fund”) (each, a “Fund” and collectively, the “Funds”);

(2) the Investment Advisory Agreement among the Manager, Sound Point Capital Management, LP (“Sound Point”), and the Trust, on behalf of the Sound Point Fund; and

(3) the Investment Advisory Agreement among the Manager, Strategic Income Management, LLC (“SiM”), and the Trust, on behalf of the SiM Fund.

Sound Point and SiM are hereinafter each referred to as a “subadvisor” and collectively as the “subadvisors.” 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 subadvisors, 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 subadvisor.

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 Funds as well as information from the Manager and the subadvisors. 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 Board 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 each Fund.

The Board noted that the Manager provides management and administrative services to the Funds 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 expenses, reduced by any fee waivers and/or reimbursements.

A firm 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. For each Fund, the class of shares used for comparative performance purposes was the share class with the lowest expenses available for purchase by the general public, which was the R5 Class. The Board also considered that the use of R5 Class performance generally facilitates a meaningful comparison for expense and performance purposes.

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

 

 

72


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

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 Funds and their shareholders.

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

In determining whether to approve the renewal of the Agreements, the Board considered each Fund’s investment management and subadvisory relationships separately. In each instance, the Board considered, among other things, the following factors: (1) the nature, extent and quality of the services provided; (2) the investment performance of the Funds and the subadvisors for the Funds; (3) the costs incurred by the Manager in rendering services to the Funds and its resulting profits or losses; (4) comparisons of services and fee rates with contracts entered into by the Manager or a subadvisor 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 subadvisor from its relationship with the Funds.

Nature, Extent and Quality of Services. With respect to the renewal of the Management Agreement, the Board considered, among other factors: each Fund’s long-term performance; the length of service of key investment personnel at the Manager; the cost structure of the Funds; the Manager’s culture of compliance and support that reduce risks to the Funds; the Manager’s quality of services; the Manager’s active role in monitoring and, as appropriate, recommending additional or replacement subadvisors; and the Manager’s efforts to retain key employees and maintain staffing levels.

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

Investment Performance. The Board evaluated the comparative information provided by Broadridge and the Manager regarding the performance of each Fund relative to its Broadridge performance universe, Morningstar Category, and benchmark index, as well as the Fund’s Morningstar rating. The Board considered the information provided by Broadridge regarding its independent methodology for selecting each Fund’s Broadridge performance universe. The Board also considered that the performance universes selected by Broadridge may not provide appropriate comparisons for a Fund. In addition, the Board considered the performance reports and discussions with management at Board and Committee meetings throughout the year. The Board also evaluated the comparative information provided by each subadvisor regarding the performance of the relevant Fund relative to the performance of other comparable investment accounts managed by the subadvisor and the Fund’s benchmark index. In addition, the Board considered the Manager’s recommendation to continue to retain each subadvisor. A summary of the Board’s considerations with respect to each Fund’s performance appears below under “Additional Considerations and Conclusions with Respect to Each Fund.”

Costs of the Services Provided to the Funds and the Profits Realized by the Manager from its Relationship with the Funds. In analyzing the cost 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 for each Fund. The

 

 

73


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

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 paid by other clients of the Manager are lower than the fee rates paid by the Funds, the Manager represented that, among other matters, the difference is attributable to 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 Funds.

The Board also noted that the Manager proposed to continue the expense waivers and reimbursements for each Fund that were in place during the last fiscal year. The Board further considered that, with respect to each Fund, the Management Agreement provides for the Manager to receive a management fee comprised of an annualized fee that is retained by the Manager. The Board also noted that certain share classes of the Funds maintain higher expense ratios in order to compensate third-party financial intermediaries.

In analyzing the fee rates charged by each subadvisor in connection with its investment advisory services to a Fund, the Board considered representations made by each subadvisor that each Fund’s subadvisory fee rate schedule generally was favorable compared to other comparable client accounts. The Board did not request profitability data from the subadvisors because the Board did not view this data as imperative to its deliberations given the arm’s-length nature of the relationship between the Manager and the subadvisors with respect to the negotiation of subadvisory fee rates. In addition, the Board noted that subadvisors 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 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 each Fund’s fee rates is set forth below under “Additional Considerations and Conclusions with Respect to Each 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 each 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 the Manager has negotiated breakpoints in the subadvisory fee schedule for the SiM Fund and, with respect to the Sound Point Fund, Sound Point has represented that the Sound Point Fund’s subadvisory fee rate reflects economies of scale for the benefit of the Sound Point Fund’s shareholders.

In addition, the Board noted the Manager’s representation that the Management Agreement contains fee schedule breakpoints at higher asset levels with respect to each Fund. In this regard the Board considered the Manager’s representation that neither Fund’s current assets exceeded the threshold necessary to reach the first management fee breakpoint. Based on the foregoing information, the Board concluded that the Manager and subadvisor fee rate schedules for each Fund provide for a reasonable sharing of benefits from any economies of scale with each Fund.

Benefits Derived from the Relationship with the Funds. The Board considered the “fall-out” or ancillary benefits that accrue to the Manager and/or the subadvisors as a result of the advisory relationships with the Funds, including greater exposure in the marketplace with respect to the Manager’s or the subadvisors’ investment process and expanding the level of assets under management by the Manager and the subadvisors. The Board also considered that the Manager may invest the Funds’ cash balances and cash collateral provided by the borrowers of the Funds’ securities in the American Beacon U.S. Government Money Market Select Fund, which the Manager manages directly. Based on the foregoing information, the Board concluded that the potential benefits accruing to the Manager and the subadvisors by virtue of their relationships with the Funds appear to be fair and reasonable.

 

 

74


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

Additional Considerations and Conclusions with Respect to Each Fund

The performance comparisons below were made for each Fund’s R5 Class shares in comparison to each 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 below to each Fund’s Broadridge performance universe are to the universe of mutual funds with a comparable investment classification/objective included in the analysis provided by Broadridge. 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 manager skill.

The expense comparisons below were made for each Fund’s R5 Class shares in comparison to each 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 below to each Fund’s expense group and expense universe are to the respective group or universe of comparable mutual funds included in the analysis by Broadridge. A Broadridge expense group consists 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 a comparable investment classification/objective and a similar operating structure as the share class of the Fund included in the Broadridge comparative information, including the expense group, and provides a broader view of expenses across the Fund’s investment classification/objective. The Board also considered each Fund’s Morningstar fee level category with the 1st Quintile representing the lowest 20 percent of the category constituents and the 5th Quintile representing the highest 20 percent of the category in terms of total expense. In reviewing expenses, the Board considered the positive impact of fee waivers where applicable and the Manager’s agreement to continue the fee waivers. In addition, information regarding the subadvisors’ use of soft dollars was requested from the Manager and was considered by the Board.

Additional Considerations and Conclusions with Respect to the American Beacon Sound Point Floating Rate Income Fund

In considering the renewal of the Agreements for the Sound Point Fund, the Board considered the following additional factors:

Broadridge Total Expenses Excluding 12b-1 Fees and Morningstar Fee Level Ranking

 

Compared to Broadridge Expense Group

    5 th Quintile 

Compared to Broadridge Expense Universe

    5 th Quintile 

Morningstar Fee Level Ranking

    5 th Quintile 

Broadridge and Morningstar Performance Analysis (five-year period ended December 31, 2019)

 

Compared to Broadridge Performance Universe

    1 st Quintile 

Compared to Morningstar Category

    1 st Quintile 

The Board also considered: (1) the Sound Point Fund’s expenses are higher than the median of its Broadridge expense group and expense universe, but that the Sound Point Fund, on a net-of-fee basis, ranked in the first quintile of its Broadridge performance universe and Morningstar category for the 5-year period ended December 31, 2019; (2) the higher expenses associated with the subadvisor’s analysis of the small- and mid-capitalization issuers in which the fund invests, which may have less information publicly available; (3) information provided by the subadvisor regarding fee rates charged for managing assets in the same or a similar strategy as the subadvisor manages the Fund; and (4) the Manager’s recommendation to continue to retain the subadvisor.

 

 

75


Disclosures Regarding the Approval of the Management and Investment Advisory Agreements

August 31, 2020 (Unaudited)

 

 

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

Additional Considerations and Conclusions with Respect to the American Beacon SiM High Yield Opportunities Fund

In considering the renewal of the Agreements for the SiM Fund, the Board considered the following additional factors:

Broadridge Total Expenses Excluding 12b-1 Fees and Morningstar Fee Level Ranking

 

Compared to Broadridge Expense Group

    5 th Quintile 

Compared to Broadridge Expense Universe

    5 th Quintile 

Morningstar Fee Level Ranking – Institutional Class

    4 th Quintile 

Broadridge and Morningstar Performance Analysis (five-year period ended December 31, 2019)

 

Compared to Broadridge Performance Universe

    1 st Quintile 

Compared to Morningstar Category

    1 st Quintile 

The Board also considered: (1) that the SiM Fund’s expenses are higher than the median of its Broadridge expense group and expense universe, but that the SiM Fund, on a net-of-fee basis, ranked in the first quintile of its Broadridge performance universe and Morningstar category for the 5-year period ended December 31, 2019; (2) that the SiM Fund employs a limited-capacity strategy, as the subadvisor invests significantly in the below investment grade debt securities of small capitalization issuers; (3) information provided by SiM regarding fee rates charged for managing assets in the same or a similar strategy as the subadvisor manages the Fund; and (4) the Manager’s recommendation to continue to retain the subadvisor.

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

 

 

76


Disclosure Regarding Liquidity Risk Management Program (Unaudited)

 

 

Rule 22e-4 under the Investment Company Act of 1940, as amended (“Rule 22e-4”), requires open-end registered investment companies (other than money market funds) to adopt and implement a written liquidity risk management program that is reasonably designed to assess and manage liquidity risk. Each Fund has adopted a Liquidity Risk Management Program (the “Program”) that is designed to assess and manage liquidity risk, which is the risk that the Fund could not meet requests to redeem its shares without significant dilution of the remaining shareholders’ interests in the Fund. The Program was effective on December 1, 2018 and was approved by each Fund’s Board of Trustees (the “Board”) on March 6, 2019, in accordance with applicable Securities and Exchange Commission (“SEC”) guidance.

Pursuant to Rule 22e-4, the Program includes the following elements:

 

   

Assessment, management, and periodic review of liquidity risk;

 

   

Classification of each of the Fund’s portfolio investments into one of four liquidity categories: highly liquid, moderately liquid, less liquid, and illiquid;

 

   

Determination and review of a highly liquid investment minimum for any Fund that does not primarily hold assets that are highly liquid investments;

 

     

Policies and procedures to respond to a shortfall in the highly liquid investment minimum, including associated reports to the Board and the SEC;

 

   

A prohibition against a Fund acquiring an illiquid investment if immediately after the acquisition the Fund would have more than 15% of its net assets invested in illiquid investments that are assets;

 

     

Reporting of breaches of the illiquid investment prohibition to the Board and the SEC; and

 

   

Policies and procedures regarding how and when a Fund will satisfy redemption requests by distributing portfolio securities or other assets.

The Board has approved the designation of the Manager’s Liquidity Committee as the Program administrator with responsibility for administering the Program. Since the implementation of the Program, the Liquidity Committee has provided written reports to the Board on a quarterly basis regarding each Fund’s liquidity risk. In addition, at the Board’s March 3-4, 2020 meetings, the Board reviewed the Liquidity Committee’s written report (“Report”) that addressed the operation of the Program and assessed the adequacy and effectiveness of its implementation from the Program’s inception on December 1, 2018 through December 31, 2019 (the “review period”).

Key conclusions that the Liquidity Committee included in the Report are listed below:

 

   

The Program is reasonably designed to assess and manage each Fund’s liquidity risk.

 

   

The operation of the Program was adequate during the review period.

 

   

The SiM High Yield Opportunities Fund was deemed to primarily hold assets that are highly liquid, and no highly liquid investment minimum was recommended.

 

   

The Sound Point Floating Rate Income Fund had a highly liquid investment minimum during the review period. The Liquidity Committee determined to maintain the highly liquid investment minimum.

 

   

The Program was effectively implemented by the Liquidity Committee during the review period.

 

   

Administration of the Program by the Liquidity Committee continues to be appropriate.

 

 

77


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 Las Colinas Boulevard East, Suite 1200, Irving, Texas 75039. Each Trustee oversees thirty-one funds in the fund complex that includes the Trust, the American Beacon Select Funds, the American Beacon Institutional Funds Trust, the American Beacon Sound Point Enhanced Income Fund, and the American Beacon Apollo Total Return Fund. 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

NON-INTERESTED TRUSTEES   

Term

  
  

Lifetime of Trust until removal, resignation or

retirement*

  
Gilbert G. Alvarado (50)    Trustee since 2015    President, SJVIIF, LLC, Impact Investment Fund (2018-Present); Director, Kura MD, Inc. (local telehealth organization) (2015-2017); Senior Vice President & CFO, Sierra Health Foundation (health conversion private foundation) (2006-Present); Senior Vice President & CFO, Sierra Health Foundation: Center for Health Program Management (California public benefit corporation) (2012-Present); Director, Innovative North State (2012-2015); Director, Sacramento Regional Technology Alliance (2011-2016); Director, 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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Joseph B. Armes (58)    Trustee since 2015    Director, Switchback Energy Acquisition (2019-Present); 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); CEO, Capital Southwest Corporation (2013-2015); President & CEO, JBA Investment Partners (family investment vehicle) (2010-Present); Director and Chair of Audit Committee, RSP Permian (oil and gas producer) (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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Gerard J. Arpey (62)    Trustee since 2012    Director, The Home Depot, Inc. (2015-Present); Partner, Emerald Creek Group (private equity firm) (2011-Present); Director, S.C. Johnson & Son, Inc. (privately held company) (2008-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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Brenda A. Cline (59)   

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-Present); Trustee, American Beacon Select Funds (2004-Present); ; Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).

 

 

78


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*

  
Eugene J. Duffy (66)    Trustee since 2008    Managing Director, Global Investment Management Distribution, Mesirow Financial (2016-Present); Managing Director, Institutional Services, Intercontinental Real Estate Corporation (2014-Present); Trustee, American Beacon Select Funds (2008-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Claudia A. Holz (62)    Trustee since 2018    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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Douglas A. Lindgren (58)    Trustee since 2018    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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
Barbara J. McKenna, CFA (57)    Trustee since 2012    President/Managing Principal, Longfellow Investment Management Company (2005-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-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).
R. Gerald Turner (74)    Trustee since 2001    President, Southern Methodist University (1995-Present); Director, J.C. Penney Company, Inc. (1996-2019); Director, Kronus Worldwide Inc. (chemical manufacturing) (2003-Present); Trustee, American Beacon Select Funds (2001-Present); Trustee, American Beacon Institutional Funds Trust (2017-Present); Trustee, American Beacon Sound Point Enhanced Income Fund (2018-Present); Trustee, American Beacon Apollo Total Return Fund (2018-Present).

 

 

79


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   
Gene L. Needles, Jr. (65)    President since 2009    President (2009-2018), CEO and Director (2009-Present), and Chairman (2018-Present), American Beacon Advisors, Inc., President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Investment Holdings, LLC; President (2015-2018), Director and CEO (2015-Present), and Chairman (2018-Present), Resolute Topco, Inc.; President (2015-2018); Director, and CEO (2015-Present), and Chairman (2018-Present), Resolute Acquisition, Inc.; President (2015-2018), Director and CEO (2015-Present), Chairman (2018-Present), Resolute Investment Managers, Inc.; Director, Chairman, President and CEO, Resolute Investment Distributors (2017-Present); Director, Chairman, President and CEO; Resolute Investment Services, Inc. (2017-Present); President and CEO, Lighthouse Holdings Parent, Inc. (2009-2015); President, CEO and Director, Lighthouse Holdings, Inc. (2009-2015); Manager, President and CEO, American Private Equity Management, LLC (2012-Present); Director, Chairman, President and CEO, Alpha Quant Advisors, LLC (2016-2020); Director, ARK Investment Management LLC (2016-Present); Director, Shapiro Capital Management LLC (2017-Present); Director, Chairman and CEO, Continuous Capital, LLC (2018-Present); Director, Green Harvest Asset Management (2019-Present); Director, National Investment Services of America, LLC (2019 - Present); President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Director and President, American Beacon Cayman Transformational Innovation Company, LTD., (2017-2018); President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); President American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Member, Investment Advisory Committee, Employees Retirement System of Texas (2017-Present); Trustee, American Beacon NextShares Trust (2015-Present); President, American Beacon Select Funds (2009-Present); President, American Beacon Institutional Funds Trust (2017-Present); President, American Beacon Sound Point Enhanced Income Fund (2018-Present); President, American Beacon Apollo Total Return Fund (2018-Present); Director, RSW Investments Holdings LLC, (2019-Present); Manager, SSI Investment Management, LLC (2019-Present).
Rosemary K. Behan (61)   

VP, Secretary and

Chief Legal

Officer since 2006

   Vice President, Secretary and General Counsel, American Beacon Advisors, Inc. (2006-Present); Secretary, Resolute Investment Holdings, LLC (2015-Present); Secretary, Resolute Topco, Inc. (2015-Present); Secretary, Resolute Acquisition, Inc. (2015-Present); Vice President, Secretary and General Counsel, Resolute Investment Managers, Inc. (2015-Present); Secretary, Resolute Investment Distributors, Inc. (2017-Present); Vice President, Secretary and General Counsel, Resolute Investment Services, Inc. (2017-Present); Vice President and Secretary, Lighthouse Holdings Parent, Inc. (2008-2015); Vice President and Secretary, Lighthouse Holdings, Inc. (2008-2015); Secretary, American Private Equity Management, LLC (2008-Present); Secretary and General Counsel, Alpha Quant Advisors, LLC (2016-2020); Vice President and Secretary, Continuous Capital, LLC (2018-Present); Secretary, Green Harvest Asset Management (2019-Present); 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); 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-Present); Chief Legal Officer, Vice President and Secretary American Beacon Apollo Total Return Fund (2018-Present).

 

 

80


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   
Brian E. Brett (60)    VP since 2004    Senior Vice President, Head of Distribution (2012-Present), Vice President, Director of Sales (2004-2012), American Beacon Advisors, Inc.; Senior Vice President, Resolute Investment Managers, Inc. (2017-Present); Senior Vice President, Resolute Investment Distributors, Inc. (2018-Present), Senior Vice President, Resolute Investment Services, Inc. (2018-Present); Senior Vice President, Lighthouse Holdings Parent, Inc. (2008-2015); Senior Vice President, Lighthouse Holdings, Inc. (2008-2015); Vice President, American Beacon Select Funds (2004-Present); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President American Beacon Sound Point Enhanced Income Fund (2018-Present); Vice President American Beacon Apollo Total Return Fund (2018-Present).
Paul B. Cavazos (51)    VP since 2016    Chief Investment Officer and Senior Vice President, American Beacon Advisors, Inc. (2016-Present); Chief Investment Officer, DTE Energy (2007-2016); Vice President, 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-Present); Vice President American Beacon Apollo Total Return Fund (2018-Present).
Erica Duncan (49)    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-Present); Vice President American Beacon Apollo Total Return Fund (2018-Present).
Melinda G. Heika (59)   

Principal Accounting Officer since 2017 and Treasurer since

2010

   Treasurer and CFO (2010-Present), American Beacon Advisors, Inc.; Treasurer, Resolute Topco, Inc. (2015-Present); Treasurer, Resolute Investment Holdings, LLC. (2015-Present); Treasurer, Resolute Acquisition, Inc. (2015-Present); Treasurer and CFO, Resolute Investment Managers, Inc. (2017-Present); Treasurer, Resolute Investment Distributors, Inc. (2017-2017); Treasurer and CFO, Resolute Investment Services, Inc. (2015-Present); Treasurer, Lighthouse Holdings Parent Inc., (2010-2015); Treasurer, Lighthouse Holdings, Inc. (2010-2015); Treasurer, American Private Equity Management, LLC (2012-Present); Treasurer and CFO, Alpha Quant Advisors, LLC (2016-2020); Treasurer and CFO, Continuous Capital, LLC (2018-Present); Treasurer, Green Harvest Asset Management (2019-Present); Treasurer, American Beacon Cayman Transformational Innovation, Ltd. (2017-2018); Treasurer, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Treasurer, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Principal Accounting Officer (2017-Present) and Treasurer, American Beacon Select Funds (2010-Present); Principal Accounting Officer and Treasurer, American Beacon Institutional Funds Trust (2017-Present); Principal Accounting Officer and Treasurer, American Beacon Sound Point Enhanced Income Fund (2018-Present); Principal Accounting Officer and Treasurer, American Beacon Apollo Total Return Fund (2018-Present).

 

 

81


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   
Terri L. McKinney (56)    VP since 2010    Vice President (2009-Present), Managing Director (2003-2009), American Beacon Advisors, Inc.; Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services, Inc (2018-Present); Vice President, Alpha Quant Advisors, LLC (2016-Present); Vice President, Continuous Capital, LLC (2018-Present); 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-Present); Vice President, American Beacon Apollo Total Return Fund (2018-Present).
Jeffrey K. Ringdahl (45)    VP since 2010    Director (2015-Present), President (2018-Present), Chief Operating Officer (2010-Present), Senior Vice President (2013-2018), Vice President (2010-2013), American Beacon Advisors, Inc.; Director (2015-Present), President (2018-Present), Senior Vice Present (2015-2018), Resolute Investment Holdings, LLC; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Topco, Inc.; Director (2015-Present), President (2018-Present), Senior Vice President (2015-2018), Resolute Acquisition, Inc.; Director (2015-Present), President & COO (2018-Present), Senior Vice President (2015-2018), Resolute Investment Managers, Inc.; Director and Executive Vice President (2017-Present), Resolute Investment Distributors, Inc.; Director (2017-Present), President & COO (2018-Present), Executive Vice President (2017-2018), Resolute Investment Services, Inc.; Senior Vice President (2017-Present), Vice President (2012-2017), Manager (2015-Present), American Private Equity Management, LLC; Senior Vice President, Lighthouse Holdings Parent, Inc. (2013-2015); Senior Vice President, Lighthouse Holdings, Inc. (2013-2015); Trustee, American Beacon NextShares Trust (2015-Present); Director, Executive Vice President & COO, Alpha Quant Advisors, LLC (2016-2020); Director, Shapiro Capital Management, LLC (2017-Present); Director, Executive Vice President & COO, Continuous Capital, LLC (2018-Present); 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-Present); Vice President, American Beacon Delaware Transformational Innovation Corporation (2017-2018); Director and Vice President, American Beacon Cayman Managed Futures Strategy Fund, Ltd. (2014-Present); Vice President, American Beacon Cayman TargetRisk Company, Ltd (2018-Present); Vice President, American Beacon Select Funds (2010-2018); Vice President, American Beacon Institutional Funds Trust (2017-Present); Vice President, American Beacon Sound Point Enhanced Income Fund (2018-Present); Vice President, American Beacon Apollo Total Return Fund (2018-Present).
Samuel J. Silver (57)    VP Since 2011    Vice President (2011-Present), Chief Fixed Income Officer (2016-Present), American Beacon Advisors, Inc. (2011-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-Present); Vice President, American Beacon Apollo Total Return Fund (2018-Present).

 

 

82


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 (48)   

Chief Compliance

Officer since 2004

and Asst. Secretary since 1999

   Vice President, American Beacon Advisors, Inc. (2019-Present); Chief Compliance Officer, American Beacon Advisors, Inc. (2004-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Distributors (2017-Present); Vice President, Resolute Investment Services, Inc. (2019-Present); Chief Compliance Officer, American Private Equity Management, LLC (2012-Present); Chief Compliance Officer (2016-2019) and Vice President, Alpha Quant Advisors, LLC (2016-2020); Vice President, Continuous Capital, LLC (2018-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-Present); Chief Compliance Officer and Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present).
Sonia L. Bates (63)   

Asst. Treasurer

since 2011

   Assistant Treasurer, American Beacon Advisors, Inc. (2011-2018); Assistant Treasurer, Lighthouse Holdings Parent Inc. (2011-2015); Assistant Treasurer, Lighthouse Holdings, Inc. (2011-2015); Assistant Treasurer, American Private Equity Management, LLC (2012-Present); Assistant Treasurer, American Beacon Cayman Transformational Innovation Company, Ltd. (2017-Present); Assistant Treasurer, American Beacon Cayman TargetRisk Company, Ltd. (2018-Present); Assistant Treasurer, American Beacon Select Funds (2011-Present); Assistant Treasurer, American Beacon Institutional Funds Trust (2017-Present); Assistant Treasurer, American Beacon Sound Point Enhanced Income Fund (2018-Present); Assistant Treasurer, American Beacon Apollo Total Return Fund (2018-Present).
Shelley D. Abrahams (45)    Assistant Secretary since 2008    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-Present); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present);
Rebecca L. Harris (53)    Assistant Secretary since 2010    Vice President, American Beacon Advisors, Inc. (2011-Present); Vice President, Resolute Investment Managers, Inc. (2017-Present); Vice President, Resolute Investment Services (2015-Present); Vice President, Alpha Quant Advisors, LLC (2016-2020); Vice President, Continuous Capital, LLC (2018-Present); Assistant Secretary, American Beacon Select Funds (2010-Present); Assistant Secretary, American Beacon Institutional Funds Trust (2017-Present); Assistant Secretary, American Beacon Sound Point Enhanced Income Fund (2018-Present); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present).
Teresa A. Oxford (62)    Assistant Secretary since 2015    Assistant Secretary, American Beacon Advisors, Inc. (2015-Present); Assistant Secretary, Resolute Investment Distributors (2018-Present); Assistant Secretary, Resolute Investment Services (2018-Present); Assistant Secretary, Alpha Quant Advisors, LLC (2016-2020); 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-Present); Assistant Secretary, American Beacon Apollo Total Return Fund (2018-Present);.

* 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.

 

 

83


American Beacon FundsSM

Privacy Policy

August 31, 2020 (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.

 

 

84


LOGO

 

 

 

Delivery of Documents

eDelivery is NOW AVAILABLE - Stop traditional mail delivery and receive your

shareholder reports and summary prospectus on-line. Sign up at

www.americanbeaconfunds.com

If you invest in the Fund through a financial institution, you may be able to receive the Fund’s regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To obtain more information about the Fund:

 

LOGO   LOGO
 
By E-mail:   On the Internet:
american_beacon.funds@ambeacon.com   Visit our website at www.americanbeaconfunds.com
   
     
 

LOGO

By Telephone:

Call (800) 658-5811

 

LOGO

By Mail:

American Beacon Funds

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 1-800-SEC-0330. A complete schedule of each Fund’s portfolio holdings is also made available on the Funds’ website at www.americanbeaconfunds.com, approximately sixty days after the end of each quarter for the Sound Point Floating Rate Income Fund and twenty days after the end of each month for the SiM High Yield Opportunities Fund.   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 on the Fund’s website at www.americanbeaconfunds.com and 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

DST Asset Manager Solutions, Inc.

Quincy, Massachusetts

   

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP

Dallas, Texas

   

DISTRIBUTOR

Resolute Investment

Distributors, Inc.

Irving, Texas

This report is prepared for shareholders of the American Beacon Funds and may be distributed to others only if preceded or accompanied by a current Prospectus or Summary Prospectus.

 

American Beacon Funds, American Beacon SiM High Yield Opportunities Fund and American Beacon Sound Point Floating Rate Income Fund are service marks of American Beacon Advisors, Inc.

AR 8/20


ITEM 2.

CODE OF ETHICS.

The Trust adopted a code of ethics that applies to its principal executive and financial officers (the “Code”). The Trust amended its code July 6, 2020 to disclose the removal of the American Beacon Sound Point Alternative Lending Fund. The Trust did not grant any waivers to 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 Trust’s Board of Trustees has determined that Gilbert G. Alvarado and Claudia Holz, members of the Trust’s Audit and Compliance Committee, are “audit committee financial experts” as defined in Form N-CSR. Mr. Gilbert Alvarado and Ms. Claudia Holz are “independent” as defined in Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

(a)       

Audit Fees

   Fiscal Year Ended  

$166,897

     8/31/2019  

$164,171

     8/31/2020  
(b)       

Audit Related Fees

   Fiscal Year Ended  

$5,000

     8/31/2019  

$0

     8/31/2020  
(c)       

Tax Fees

   Fiscal Year Ended  

$40,742

     8/31/2019  

$40,432

     8/31/2020  
(d)       

All Other Fees

   Fiscal Year Ended  

$0

     8/31/2019  

$0

     8/31/2020  

(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 Trust’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  

$40,742

   $807,829    N/A      8/31/2019  

$40,432

   $77,205    N/A      8/31/2020  

(h) Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

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

 

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 Trust has made no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees since the Trust last disclosed such procedures in Schedule 14A.

 

ITEM 11.

CONTROLS AND PROCEDURES.

(a) Based upon an evaluation within 90 days of the filing date of this report, the principal executive and financial officers concluded that the disclosure controls and procedures of the Trust are effective.

(b) There were no changes in the Trust’s internal control over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 

ITEM 12

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGMENT 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 Trust as required by Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto as EX-99.CERT.

(a)(3) Not applicable.

(b)    The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940 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 Funds

 

By /s/ Gene L. Needles, Jr.

Gene L. Needles, Jr.
President
American Beacon Funds

Date: November 5, 2020

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/ Gene L. Needles, Jr.

Gene L. Needles, Jr.
President
American Beacon Funds

Date: November 5, 2020

 

By /s/ Melinda G. Heika

Melinda G. Heika
Treasurer
American Beacon Funds

Date: November 5, 2020