Form 485BPOS AMERICAN BEACON SELECT
As filed with the Securities and Exchange Commission on August 26, 2025
1933 Act File No. 333-88343
1940 Act File No. 811-09603
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ | |
| Pre-Effective Amendment No. | ☐ | |
| Post-Effective Amendment No. 57 | ☒ | |
| (Check appropriate box or boxes.) | ||
| and/or | ||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |
| Amendment No. 57 | ☒ | |
| (Check appropriate box or boxes.) |
(Exact Name of Registrant as Specified in Charter)
220 East Las Colinas Boulevard, Suite 1200
Irving, Texas 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (817) 391-6100
Gregory J. Stumm, President
220 East Las Colinas Boulevard
Suite 1200
Irving, Texas 75039
(Name and Address of Agent for Service)
With copies to:
Stacy L. Fuller, Esq
Kathy K. Ingber, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, D.C. 20006-1600
It is proposed that this filing will become effective (check appropriate box)
| ☐ | immediately upon filing pursuant to paragraph (b) |
| ☒ | on September 1, 2025 pursuant to paragraph (b) |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) |
| ☐ | on (date) pursuant to paragraph (a)(1) |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) |
| ☐ | on (date) pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box:
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This Prospectus contains important information you should know about investing, including information about risks. Please read it before you invest and keep it for future reference.
Fund shares are not individually redeemable. Fund shares are listed on NYSE Arca, Inc. (the “Exchange”).
As with all exchange-traded funds, the Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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American
Beacon |
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The Fund’s investment objective is capital appreciation in elevated and rising inflationary environments.
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
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Management Fees |
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Distribution and/or Service (12b-1) Fees1 |
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Other Expenses2 |
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Total Annual Fund Operating Expenses3 |
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This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:
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1 Year |
3 Years | |
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The
Fund pays transaction costs, such as commissions, when it buys and sells securities (or ‘‘turns over’’ its
portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the Example, affect the Fund’s
performance. The Fund’s portfolio turnover rate for the fiscal year ended April 30, 2025 (which
is the portfolio turnover rate of the Predecessor
Fund through April 11, 2025) was
Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investments that provide protection against U.S. inflation.
Inflation refers to a general rise in prices throughout the U.S. economy, which the Fund will measure using the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers (the “CPI-U”) published monthly by the Bureau of Labor Statistics of the U.S. Department of Labor. The Fund seeks to provide investors with protection against the negative impact of inflation by generating positive returns when inflation is elevated and/or rising. For purposes of the 80% policy stated above, the Fund considers the following investments to provide protection against U.S. inflation:
| ■ | inflation swaps; |
| ■ | options on U.S. interest rate swaps (“swaptions”); |
| ■ | U.S. Treasury Inflation-Protected Securities (“TIPS”); and |
| ■ | exchange-traded funds (“ETFs”) that themselves have policies to invest at least 80% of their assets in inflation-protected investments. |
Investment
Process
Ionic Capital Management LLC, the Fund’s investment sub-advisor (the “Sub-Advisor”), utilizes
a proprietary process to construct the Fund’s investment portfolio. In seeking to achieve its investment objective, the Fund invests
in: (i) inflation swaps designed to increase in value when realized inflation or inflation expectations exceed the fixed-rate referenced
in such inflation swaps; (ii) TIPS directly with varied maturities on a rolling basis and indirectly through ETFs; and (iii) swaptions
designed to increase in value when inflationary environments lead to increases in nominal interest rates or interest rate expectations.
In addition, under certain market conditions, the Sub-Advisor may choose to use interest rate swaps to hedge the Fund’s swaption
exposure. The Fund may also invest in U.S. Treasury bills, notes, and bonds of varying maturities. Additionally, the Fund may invest in
other ETFs that primarily invest in such U.S. Treasury securities. The Fund may sell an investment if the Sub-Advisor determines the investment
is no longer in alignment with the Fund’s principal investment strategies, in response to changing market conditions or in response
to Fund cash flows.
Inflation
Swaps
Swaps are contracts where one party “swaps” one type of cash flow for a different type of cash flow. Inflation
swaps are derivative instruments that trade over-the-counter, which means they trade in a broker-dealer network, as opposed to on a centralized
exchange. The Fund will primarily enter into inflation swaps that reference the CPI-U. For these inflation swaps, one party agrees to
pay to the other party the percentage increase in CPI-U during the term of the swap, while the other party agrees to pay back a fixed
rate. This means the inflation swaps held by the Fund will typically increase in value if inflation increases. Likewise, inflation swaps
held by the Fund will typically decrease in value if inflation decreases. The Sub-Advisor will primarily focus on 5-year, zero-coupon
inflation swaps tied to the level of CPI-U that are designed to increase in value when realized inflation or inflation expectations exceed
the fixed-rate referenced in those swaps.
Prospectus – Fund Summary1
Interest
Rate Swaps and Swaptions
Interest rate swaps are essentially the same as inflation swaps, except that the parties pay
each other based on interest rate changes. The Fund will generally enter into interest rate swaps that exchange fixed-rate payments for
floating-rate payments, with interest paid at fixed intervals (e.g., quarterly) or only on the expiration date. Further, the Fund will
generally enter into interest rate swaps only when the Sub-Advisor seeks to hedge the Fund’s swaption exposure.
A swaption is an option on a swap agreement that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” The Fund expects to focus on so-called “payer swaptions,” which give the owner (the Fund) the right to pay fixed-rate payments and, in exchange, receive floating rate payments.
Like inflation swaps, interest rate swaps and swaptions are derivative instruments that trade over-the-counter. The Fund’s interest rate swaps and swaptions will be tied to the level of U.S. interest rates. This means that swaptions held by the Fund will typically increase in value if interest rates rise, and decrease in value if interest rates fall. The Fund will generally purchase swaptions with an expiration of one to three years, although the Fund may purchase swaptions with shorter or longer expirations.
U.S.
Treasury Inflation-Protected Securities (“TIPS”)
TIPS are marketable securities issued by the U.S. Treasury whose
principal is adjusted based on changes in the CPI-U. With inflation (an increase in the CPI-U), the principal increases, and with deflation
(a decrease in the CPI-U), the principal decreases. The relationship between TIPS and inflation affects both the principal amount paid
when a TIPS instrument matures and the amount of interest that a TIPS instrument pays semi-annually. When a TIPS instrument matures, the
principal paid is the greater of the CPI-U adjusted principal or the original principal. TIPS pay interest at a fixed rate. However, because
the fixed rate is applied to the CPI-U adjusted principal, interest payments can vary in amount from one period to the next. If the rate
of inflation increases, the interest payment increases. If the rate of inflation decreases, the interest payment decreases. The Fund may
purchase TIPS of any maturity.
The Fund may invest cash balances in a government money market fund advised by the Manager, with respect to which the Manager receives a management fee. The Fund’s holdings may be frequently adjusted, which could result in high portfolio turnover.
The Fund is non-diversified, which means that it is not limited to a percentage of assets that it may invest in any one issuer.
Principal Risks
Asset
Selection Risk
Assets
selected for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds
with similar investment objectives.
Counterparty
Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or a derivative counterparty,
will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise honor
its obligations to the Fund.
Cybersecurity
and Operational Risk
Operational risks arising from, among other problems, human errors, systems and technology disruptions or
failures, or cybersecurity incidents may negatively impact the Fund, its service providers and third-party fund distribution platforms,
including the ability of shareholders to transact in the Fund’s shares, and result in financial losses. Cybersecurity incidents
may allow an unauthorized party to gain access to Fund assets, shareholder data, or proprietary information, or cause the Fund or its
service providers, as well as securities trading venues and their service providers, to suffer data corruption or lose operational functionality.
Cybersecurity incidents can result from deliberate attacks or unintentional events. It is not possible for the Fund or its service providers
to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate
their occurrence or effects. The Fund cannot control the cybersecurity and operational plans and systems of its service providers, its
counterparties or the issuers of securities in which the Fund invests. The issuers of the Fund’s investments are likely to be dependent
on computers for their operations and require ready access to their data and the internet to conduct their business. Thus, cybersecurity
incidents could also affect issuers of the Fund’s investments, leading to significant loss of value.
Derivatives
Risk
Derivatives may involve significant risk. The use of derivative instruments may expose the Fund to additional risks that
it would not be subject to if it invested directly in the securities or other instruments underlying those derivatives, including the
high degree of leverage often embedded in such instruments, and potential material and prolonged deviations between the theoretical value
and realizable value of a derivative.
The use of derivatives may also increase any adverse effects resulting from the underperformance of strategies, asset classes and market
exposures to which the Fund has allocated its assets. Derivatives may at times be highly illiquid, and the Fund may not be able to close
out or sell a derivative at a particular time or at an anticipated price. Certain derivatives may be difficult to value, and valuation
may be more difficult in times of market turmoil. Derivatives may also be more volatile than other types of investments. Derivative investments
can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and
credit risk. As a result, the Fund may not recover
its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require
a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. Derivatives
transactions requiring the Fund to post collateral may expose the Fund to greater losses in the event of a default by a counterparty.
There may be imperfect correlation between the behavior of a derivative and that of the reference instrument underlying the derivative.
An abrupt change in the price of a reference instrument could render a derivative worthless. Derivatives may involve risks different
from, and possibly greater than, the risks associated with investing directly in the reference instrument. The Fund may buy or sell derivatives
not traded on an exchange, which may be subject to heightened counterparty, liquidity and valuation risks. Suitable derivatives
may not be available in all circumstances, and there can be no assurance that the Fund will use derivatives to reduce exposure to other
risks when that might have been beneficial. Ongoing changes to the regulation of derivatives and changes in the regulation of funds using
derivative instruments could limit the Fund’s ability to pursue its investment strategies. New regulation of derivatives may make
them more costly, or may otherwise adversely affect their liquidity, value or performance. In addition, the Fund’s investments
in derivatives are subject to the following risks:
| ■ | Options Risk. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the asset underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). There can be no guarantee that the use of options will increase the Fund’s return or income. In addition, there may be an imperfect correlation between the movement in prices of options and the assets underlying them, and there may at times not be a liquid secondary market for |
2Prospectus – Fund Summary
| options. If an option that the Fund has purchased expires unexercised, the Fund will experience a loss in the amount of the premium it paid. In order for a call option to be profitable, the market price of the underlying asset must rise sufficiently above the call option exercise price to cover the premium and any transaction costs. These costs will reduce any profit that might otherwise have been realized had the Fund bought the underlying asset instead of the call option. In order for a put option to be profitable, the market price of the underlying asset must decline sufficiently below the put option’s exercise price to cover the premium and any transaction costs. By using put options in this manner, the Fund will reduce any profit it might otherwise have realized from having shorted the declining underlying asset by the premium paid for the put option and by transaction costs. |
| ■ | Swaptions Risk. Swaptions enable the Fund to purchase exposure that is significantly greater than the premium paid. Consequently, the value of swaptions can be volatile, and a small investment in swaptions can have a large impact on the performance of the Fund. The Fund risks losing all or part of the cash paid (premium) for purchasing swaptions. Additionally, the value of the option may be lost if the Sub-Advisor fails to exercise such option at or prior to its expiration. As the swaption contracts held by the Fund near expiration, the Fund may replace them with other swaption contracts that have a later expiration date. That process is called “rolling,” and the Fund may incur costs to “roll” swaption contracts. |
| ■ | Swap Agreements Risk. Swap agreements or “swaps” are transactions in which the Fund and a counterparty agree to pay or receive payments at specified dates based upon or calculated by reference to changes in specified prices or rates or the performance of specified securities, indices or other assets based on a specified amount (the “notional” amount). Swaps can involve greater risks than a direct investment in an underlying asset, because swaps typically include a certain amount of embedded leverage and as such are subject to leverage risk. If swaps are used as a hedging strategy, the Fund is subject to the risk that the hedging strategy may not eliminate the risk that it is intended to offset, due to, among other reasons, the occurrence of unexpected price movements or the non-occurrence of expected price movements. Swaps also may be difficult to value. Swaps may be subject to liquidity risk and counterparty risk, and swaps that are traded over-the-counter are not subject to standardized clearing requirements and may involve greater liquidity and counterparty risks. The Fund may invest in the following types of swaps: |
| ■ | Inflation Swaps Risk. There can be no assurance that the CPI-U, the reference rate for the Fund’s inflation swaps, will accurately measure the rate of inflation experienced in the U.S. or the rate of expected future inflation. Inflation swaps are subject to interest rate risk. The value of an inflation swap is expected to change in response to changes in real interest rates. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of an inflation swap. Additionally, because the zero-coupon inflation swaps in which the Fund will invest do not pay interest periodically, the prices of these swaps can be very volatile when interest rates change, their values may fluctuate more and they may be less liquid than swaps that pay interest periodically. The payments received by the Fund from swaps, such as inflation swaps and other types of swaps, discussed below, will result in taxable income, either as ordinary income or capital gains, rather than tax-exempt income, which will increase the amount of taxable distributions received by shareholders. |
| ■ | Interest Rate Swaps Risk. Interest rate swaps may also be subject to interest rate and market risks. An interest rate swap could result in losses if the underlying asset or reference rate does not perform as anticipated. An interest rate swap may fail to perform as intended and may not offset adverse changes in interest rates fully or at all. An interest rate swap may also reduce the Fund’s gains due to favorable changes in interest rates and result in losses to the Fund. Counterparties to interest rate swaps are subject to manipulation in the marketplace of the reference benchmark rate, which may affect the utility of the swap as a hedge. |
Exchange-Traded
Funds (“ETFs”) Risk
As an ETF, the Fund is subject to the following risks:
| ■ | Authorized Participants Concentration Risk. The Fund has a limited number of financial institutions that may act as authorized participants (i.e., large institutions that have entered into agreements with the distributor of the Fund’s shares and are authorized to transact in Creation Units (described below) with the Fund) (“Authorized Participants”). Only an Authorized Participant may transact in Creation Units directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. To the extent they exit the business or are otherwise unable to proceed in creation and redemption transactions with the Fund and no other Authorized Participant is able to step forward to create or redeem shares, then shares of the Fund may be more likely to trade at a premium or discount to net asset value (“NAV”) and possibly face trading halts or delisting. Authorized Participant concentration risk may be heightened for ETFs that invest in securities or instruments that have lower trading volumes. |
| ■ | Cash Transactions Risk. Like other ETFs, the Fund sells and redeems its shares primarily in large blocks called “Creation Units” and only to Authorized Participants. Unlike many other ETFs, however, the Fund expects to effect its creations and redemptions at least partially or fully for cash, rather than in-kind securities. Thus, an investment in the Fund may be less tax-efficient than an investment in other ETFs as the Fund may recognize a capital gain that it could have avoided by making redemptions in-kind. As a result, the Fund may pay out higher capital gains distributions than ETFs that redeem in-kind. Further, paying redemption proceeds in cash rather than through in-kind delivery of portfolio securities may require the Fund to dispose of or sell portfolio investments to obtain the cash needed to distribute redemption proceeds at an inopportune time. |
| ■ | Premium/Discount Risk. There may be times when the market price of the Fund’s shares is more than its NAV (at a premium) or less than its NAV (at a discount). As a result, shareholders of the Fund may pay more than NAV when purchasing shares and receive less than NAV when selling Fund shares. This risk is heightened in times of market volatility or periods of steep market declines. In such market conditions, market or stop loss orders to sell Fund shares may be executed at prices well below NAV. |
| ■ | Secondary Market Trading Risk. Investors buying or selling shares in the secondary market will normally pay brokerage commissions, which are often a fixed amount and may be a significant proportional cost for investors buying or selling relatively small amounts of shares. In addition, such investors may incur the cost of the “spread” also known as the bid-ask spread, which is the difference between what investors are willing to pay for Fund shares (the “bid” price) and the price at which they are willing to sell Fund shares (the “ask” price). The bid-ask spread varies over time based on, among other things, trading volume, market liquidity and market volatility. Trading in Fund shares may be halted by the Exchange (as defined below) because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. In addition, although the Fund’s shares are listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained or that the Fund’s shares will continue to be listed. |
Hedging
Risk
If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged instrument
does not correlate to the risk sought to be hedged, the hedge might be unsuccessful, reduce the Fund’s return, or create a loss.
In addition, hedges, even when successful in mitigating risk, may not prevent the Fund from experiencing losses on its investments. Hedging
instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments.
High
Portfolio Turnover Risk
Portfolio turnover is a measure of the Fund’s trading activity over a one-year period. The Fund
may engage in active and frequent trading, which could increase the Fund’s transaction costs, have a negative impact on performance,
and generate higher capital gain distributions to shareholders than if the Fund had lower portfolio turnover.
Prospectus – Fund Summary3
Inflation
Protection Risk
Although the Fund seeks to generate positive returns during periods of rising inflation and inflation
expectations, the sub-advisor’s investment strategy may fail to achieve this result. If the Fund’s investments do not keep
pace with inflation, the real (or inflation-adjusted) value of its assets could decline as their purchasing power decreases. Additionally,
due to the Fund’s principal investment strategies, its performance may decline during environments with deflation, or a general
decline in prices.
Interest
Rate Risk
Generally, the value of investments with interest rate risk, such as fixed-income securities or derivatives, will
move in the opposite direction as movements in interest rates. Factors including central bank monetary policy, rising inflation rates,
and changes in general economic conditions may cause interest rates to rise, which could cause the value of the Fund’s investments
to decline.
Interest rate increases, including significant or rapid increases,
may result in a decline in the value of bonds or derivatives held by the Fund, make issuers less willing or able to make principal and
interest payments on fixed-income investments when due, lead to heightened volatility in the fixed-income markets and adversely affect
the liquidity of certain fixed-income investments, any of which may result in substantial losses to the Fund. When interest rates decline,
issuers may prepay higher-yielding securities held by the Fund, resulting in the Fund reinvesting in securities with lower yields, which
may cause a decline in its income. The
prices of fixed-income securities or derivatives are also affected by their durations. Fixed-income securities or derivatives
with longer durations generally have greater sensitivity to changes in interest rates than those with shorter durations. Rising interest
rates may cause the value of the Fund’s investments with longer durations and terms to maturity to decline, which may adversely
affect the value of the Fund. For example, if a bond has a duration of two years, a 1% increase in interest rates could be expected to
result in a 2% decrease in the value of the bond. Fluctuations
in interest rates may also affect the liquidity of fixed-income securities and instruments held by the Fund.
Investment
Risk
Leverage
Risk
The Fund’s use of derivative instruments may have the economic effect of financial leverage. Financial
leverage magnifies the Fund’s exposure to the movements in prices of an asset or class of assets underlying a derivative instrument
and may result in increased volatility, which means that the Fund will have the potential for greater losses than if the Fund does not
use the derivative instruments that have a leveraging effect. Leverage may result in losses that exceed the amount originally invested
and may accelerate the rate of losses. Leverage tends to magnify, sometimes significantly, the effect of any increase or decrease in
the Fund’s exposure to an asset or class of assets and may cause the Fund’s net asset value (“NAV”) per share
to be volatile. There can be no assurance that the Fund’s use of leverage will be successful.
Liquidity
Risk
The Fund is susceptible to the risk that certain investments held by the Fund may have limited marketability, be subject
to restrictions on sale, be difficult or impossible to purchase or sell at favorable times or prices or become less liquid in response
to market developments or adverse credit events that may affect issuers or guarantors of a security. An inability to sell a portfolio
position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.
Market prices for such instruments may be volatile. During periods of substantial market volatility, an investment or even an entire
market segment may become illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses. The Fund
could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. The Fund may be required
to dispose of investments at unfavorable times or prices to satisfy obligations, which may result in losses or may be costly to the Fund.
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 10-15 years,
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, such as changes in interest or inflation
rates, 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, cybersecurity incidents, 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. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal
tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.
Changes in value may be temporary or may last for extended
periods.
Policy changes by the U.S. government and/or Federal Reserve and economic and political changes within the U.S. and abroad, such as inflation, changes in interest rates, recessions, changes in the U.S. presidential administration and Congress, the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan, the threat or occurrence of a federal government shutdown and threats or the occurrence of a failure to increase the federal government’s debt limit, which could result in a default on the government’s obligations, 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.
| ■ | Recent Market Events Risk. Both U.S. and international markets have experienced significant volatility in recent months and years. As a result of such volatility, investment returns may fluctuate significantly. Moreover, during periods of significant volatility, the risks discussed herein associated with an investment in the Fund may be increased. National economies are substantially interconnected, as are global financial markets, which creates the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the interconnectedness of economies and/or markets may be changing, which may impact such economies and markets in ways that cannot be foreseen at this time. |
| Some countries, including the U.S., have adopted more protectionist trade policies, including trade tariffs and other trade barriers, which is a trend that appears to be continuing globally. Slowing global economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some major |
4Prospectus – Fund Summary
| international trade agreements, risks associated with trade agreements between countries and regions, including the U.S. and other foreign nations, political or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment and commodity and currency prices could affect the economies and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant market volatility. In addition, these policies, including the impact on the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a negative impact on certain issuers and/or industries. |
| Although interest rates were unusually low in the U.S. and abroad for a period of time, in 2022, the U.S. Federal Reserve (the “Federal Reserve”) and certain foreign central banks began to raise interest rates as part of their efforts to address rising inflation. The Federal Reserve and certain foreign central banks subsequently started to lower interest rates in September 2024, though economic or other factors, such as Federal Reserve policy changes, could have an effect on this. It is difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could cause the Federal Reserve or foreign central banks to change their approach in the future and such actions may result in an economic slowdown in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase in market volatility, reduce liquidity across various markets or decrease confidence in the markets. |
| High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy. |
| Tensions, war, or open conflict between nations, such as between Russia and Ukraine, in the Middle East or in eastern Asia could affect the economies of many nations, including the United States. The duration of ongoing hostilities in the Middle East and between Russia and Ukraine, and any sanctions and related events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could be negatively impacted. |
| Regulators in the U.S. have adopted a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of various newly adopted regulations is not currently known. Due to the scope of regulations being adopted, certain of these changes to regulations could limit the Fund’s ability to pursue its investment strategies or make certain investments, or may make it more costly for the Fund to operate, which may impact performance. Additionally, it is possible that recently adopted regulations could be further revised or rescinded, which creates material uncertainty regarding their impact to the Fund. |
| 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 in ways that cannot be foreseen, 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. |
Non-Diversification
Risk
The Fund is non-diversified, which means it may focus its investments in the securities of a comparatively small number of
issuers. Investments in securities of a limited number of issuers exposes the Fund to greater market risk, price volatility and potential
losses than if assets were diversified among the securities of a greater number of issuers. Because the Fund may have a focused
portfolio of fewer companies than other funds, including both diversified and non-diversified funds, the increase or decrease of the value
of a single investment may have a greater impact on the Fund’s net asset value (“NAV”) and total return when compared
to other funds.
Other
Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the Fund will
indirectly bear the fees and expenses charged by those investment companies in addition to the Fund’s direct fees and expenses.
To the extent the Fund invests in other investment companies that invest in equity securities, fixed-income securities and/or foreign
securities, or that track an index, the Fund is subject to the risks associated with the underlying investments held by the investment
company or the index fluctuations to which the investment company is subject. The Fund
will be subject to the risks associated with investments in those companies, including but not limited to the following:
| ■ | Exchange-Traded Funds (“ETFs”) Risk. Because ETFs are listed on an exchange, they may be subject to trading halts, may trade at a premium or discount to their net asset value (“NAV”) and may not be liquid. An ETF that tracks an index may not precisely replicate the returns of that index, and an actively-managed ETF’s performance will reflect its adviser’s ability to make investment decisions that are suited to achieving the ETF’s investment objectives. Future legislative or regulatory changes, including changes in taxation, could impact the operation of ETFs. |
| ■ | Government Money Market Funds Risk. Investments in government money market funds are subject to interest rate risk, credit risk, and market risk. Credit risk is the risk that the issuer, guarantor or insurer of an obligation, or the counterparty to a transaction, may fail or become less able or unwilling, to make timely payment of interest or principal or otherwise honor its obligations, or that it may default completely. |
Risk
Management
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse
events; at best, it can only reduce the possibility that the Fund will be affected by such events, and especially those risks that are
not intrinsic to the Fund’s investment program. Measures taken with the intention of decreasing exposure to identified risks might
have the unintended effect of increasing exposure to other risks.
Segregated
Assets Risk
In connection with certain transactions that may give rise to future payment obligations, the Fund may be required
to maintain a segregated amount of, or otherwise earmark, cash or liquid securities to cover the obligation. Segregated assets generally
cannot be sold while the position they are covering is outstanding, unless they are replaced with other assets of equal value. The need
to segregate cash or other liquid securities could limit the Fund’s ability to pursue other opportunities as they arise.
Small
Fund Risk
Like other smaller funds, large inflows and outflows may impact the Fund’s market exposure for limited periods
of time. Investment positions may also have a disproportionate impact, negative or positive, on performance, and Fund performance may
be more volatile than that of a larger fund. The Fund’s shareholder fees and annual fund operating expenses also may be higher
than those of a fund that has attracted sufficient assets to achieve investment and trading efficiencies. Shareholders of the Fund may
incur higher expenses if the Fund fails to attract sufficient assets to realize economies of scale. Investors in the Fund also bear the
risk that, without sufficient assets, the Fund may not be successful in implementing its investment strategy or may not employ a successful
investment strategy.
Prospectus – Fund Summary5
Treasury
Inflation-Protected Securities Risk
U.S. Treasury inflation-protected securities (“TIPS”) are debt instruments issued
by the United States Department of the Treasury. The principal of TIPS increases with inflation and decreases with deflation, as measured
by the CPI-U. When TIPS mature, investors are paid the adjusted principal or original principal, whichever is greater. Interest payments
on TIPS are unpredictable and will fluctuate as the principal and corresponding interest payments are adjusted for inflation. TIPS generally
pay a lower nominal interest rate than a comparable non-inflation-indexed bond. There can be no assurance that the CPI-U will accurately
measure the real rate of inflation in the prices of goods and services. Any increases in the principal amount of TIPS will be considered
taxable ordinary income, even though the Fund or ETFs in which the Fund invests will not receive the principal until maturity. As a result,
the Fund may make income distributions to shareholders that exceed the cash it receives. In addition, TIPS are subject to interest rate
risk.
U.S.
Treasury Obligations Risk
The market value of U.S. Treasury obligations may vary due to fluctuations in interest rates. In addition,
changes to the financial condition or credit rating of the U.S. government may cause the value of the Fund’s investments in obligations
issued by the U.S. Treasury to decline. Certain political events in the U.S., such as a prolonged government shutdown or potential default
on the national debt, may also cause investors to lose confidence in the U.S. government and may cause the value of U.S. Treasury obligations
to decline.
Valuation
Risk
Certain of the Fund’s assets may be valued at a price different from the price at which they can be sold. This risk
may be especially pronounced for investments that are illiquid or may become illiquid, or securities that trade in relatively thin markets
and/or markets that experience extreme volatility. The valuation of the Fund’s investments in an accurate and timely manner may
be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.
Volatility
Risk
The Fund may have investments that appreciate or decrease significantly in value over short periods of time. This may cause
the Fund’s NAV to experience significant increases or declines in value over short periods of time.
You
may obtain updated performance information on the Fund’s website at
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Management
The
Manager
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager.
6Prospectus – Fund Summary
Sub-Advisor
The
Fund’s investment sub-advisor is Ionic Capital Management LLC.
Portfolio Managers
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Ionic Capital Management LLC |
Bart
E. Baum Doug
Fincher |
Daniel
L. Stone |
| 1 | Predecessor Fund inception date. |
| 2 | Includes Predecessor Fund. |
Purchase and Sale of Fund Shares
The Fund is an exchange-traded fund. Individual Fund shares may only be purchased and sold on a national securities exchange through a broker-dealer and may not be purchased or redeemed directly with the Fund. Shares of the Fund are listed for trading on NYSE Arca, Inc. (the “Exchange”). Shares may be purchased and redeemed from the Fund only in Creation Units of 25,000 shares, or multiples thereof, at NAV. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of the Fund (“bid”) and the lowest price a seller is willing to accept for shares of the Fund (“ask”) when buying or selling shares in the secondary market (the “bid-ask spread”). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer.
Recent information regarding the Fund, including its NAV, market price, premiums and discounts, and bid-ask spreads, is available on the Fund’s website at www.americanbeaconfunds.com/etfs/CPII.
Tax Information
Dividends, capital gains distributions, and other distributions, if any, that you receive as a result of your investment in the Fund are subject to federal income tax and may also be subject to state and local income taxes, unless you are a tax-exempt entity or your account is tax-deferred, such as an individual retirement account (“IRA”) or a 401(k) plan (in which case you may be taxed later, upon the withdrawal of your investment from such account or plan).
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor, Foreside Financial Services, LLC, or the Manager may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information.
Additional Information About the Fund
To help you better understand the Fund, this section provides a detailed discussion of the Fund’s investment policies, its principal strategies, its principal risks, and performance index. However, this Prospectus does not describe all of the Fund’s investment practices. Capitalized terms that are not otherwise defined are defined in Appendix A. For additional information, please see the Fund’s SAI, which is available at www.americanbeaconfunds.com or by contacting us via telephone at 1-833-471-3562, by U.S. mail at the Fund’s Distributor, Foreside Financial Services, LLC, 190 Middle Street, Suite 301, Portland, Maine 04101, or by e-mail at [email protected].
Additional Information About Investment Policies and Strategies
Investment Objective
The Fund’s investment objective is capital appreciation in elevated and rising inflationary environments.
The Fund’s investment objective is “non-fundamental,” which means that it may be changed by the Fund’s Board without the approval of Fund shareholders.
80% Investment Policy
The Fund has a non-fundamental policy to invest, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investments that provide protection against U.S. inflation.
If the Fund changes its 80% investment policy, a notice will be sent to shareholders at least 60 days in advance of the change and this prospectus will be supplemented.
Temporary Defensive Policy
The Fund may depart from its principal investment strategy by taking temporary defensive or interim positions in response to adverse market, economic, political, or other conditions. During these times, the Fund may not achieve its investment objective.
Additional Information About the Management of the Fund
The Fund has retained American Beacon Advisors, Inc. to serve as its Manager. The Manager may allocate the assets of the Fund among different sub-advisors. The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Fund. The Manager:
| ■ | develops overall investment strategies for the Fund, |
| ■ | selects and changes sub-advisors, |
| ■ | allocates assets among sub-advisors, |
Prospectus – Additional Information About the Fund7
| ■ | monitors and evaluates the sub-advisor’s investment performance, |
| ■ | monitors the sub-advisor’s compliance with the Fund’s investment objectives, policies and restrictions, |
| ■ | oversees the Fund’s securities lending activities and actions taken by the securities lending agent to the extent applicable, and |
| ■ | directs the investment of the portion of Fund assets that the sub-advisor determines should be allocated to short-term investments. |
The assets of the Fund are currently allocated by the Manager to one sub-advisor, Ionic Capital Management LLC (“Ionic”). Ionic has full discretion to purchase and sell securities for the Fund in accordance with the Fund’s objectives, policies, restrictions and more specific strategies provided by the Manager. The Manager oversees the sub-advisor but does not reassess individual security selections made by the sub-advisor for the Fund.
In the future, the Manager may allocate the Fund’s assets to a different sub-advisor, and/or to one or more additional sub-advisors. The Fund operates in a manager-of-managers structure. The Fund and the Manager have received an exemptive order from the SEC that permits the Fund, subject to certain conditions and approval by the Board, to hire and replace sub-advisors, and materially amend agreements with sub-advisors, that are unaffiliated with the Manager without approval of the shareholders. In the future, the Fund and the Manager may rely on an SEC staff no-action letter, dated July 9, 2019, that would permit the Fund to expand its exemptive relief to hire and replace sub-advisors that are affiliated and unaffiliated with the Manager without shareholder approval, subject to approval by the Board and other conditions. The Manager has ultimate responsibility, subject to oversight by the Board, to oversee sub-advisors and recommend their hiring, termination and replacement. The SEC order also exempts the Fund from disclosing the advisory fees paid by the Fund to individual sub-advisors in a multi-manager fund in various documents filed with the SEC and provided to shareholders. In the future, the Fund may rely on the SEC staff no-action letter to expand its exemptive relief to individual sub-advisors that are affiliated with the Manager. Under that no-action letter, the fees payable to sub-advisors unaffiliated with or partially-owned by the Manager or its parent company would be aggregated, and fees payable to sub-advisors that are wholly-owned by the Manager or its parent company, if any, would be aggregated with fees payable to the Manager. Whenever a sub-advisor change is proposed in reliance on the order, in order for the change to be implemented, the Board, including a majority of its “non-interested” trustees, must approve the change. In addition, the Fund is required to provide shareholders with certain information regarding any new sub-advisor within 90 days of the hiring of any new sub-advisor.
Additional Information About Investments
This section provides more detailed information regarding certain of the Fund’s principal investment strategies as well as information regarding the Fund’s strategy with respect to investment of cash balances.
Cash
Management
To gain market exposure on cash balances held in anticipation of liquidity needs or to reduce market exposure in anticipation
of liquidity needs, the Fund may utilize the following investments:
| ■ | Cash-Equivalent Securities. The Fund may invest cash balances in cash-equivalent securities including, for example, short-term U.S. Treasury bills and notes. Short-term U.S. Treasury bills and notes are discussed below, under “Fixed-Income Instruments.” |
| ■ | Government Money Market Funds. The Fund may invest cash balances in government money market funds that are registered as investment companies under the Investment Company Act, including a government money market fund advised by the Manager, with respect to which the Manager also receives a management fee. If the Fund invests in government money market funds, the Fund becomes a shareholder of that investment company. As a result, Fund shareholders will bear their proportionate share of the expenses, including, for example, advisory and administrative fees of the government money market funds in which the Fund invests, such as advisory fees charged by the Manager to any applicable government money market funds advised by the Manager, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. Shareholders also would be exposed to the risks associated with government money market funds and the portfolio investments of such government money market funds, including the risk that a government money market fund’s yield will be lower than the return that the Fund would have received from other investments that provide liquidity. Investments in government money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. |
Derivative
Investments
Derivatives are financial instruments that have a value that depends upon, or is derived from, a reference asset,
such as one or more underlying securities, commodities, options, futures, interest rates, credit rating, volatility measures, indices
or currencies. The Fund may invest in the following derivative instruments:
| ■ | Options. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security, commodity, currency or derivative underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months), or on the option’s expiration date. The writer of an option has the obligation upon exercise of the option to deliver the underlying security, commodity, currency or derivative upon payment of the exercise price, in the case of a call option, or to pay the exercise price upon delivery of the underlying security or currency, in the case of a put option. |
| ■ | Swaptions. Swaptions are options that give a party the right, but not the obligation, to enter into a swap at some designated future time on specified terms in exchange for a premium payment. Swaptions enable the Fund to purchase exposure that is significantly greater than the premium paid. |
| ■ | Swap Agreements. A swap is a transaction in which the Fund and a counterparty agree to pay or receive payments at specified dates based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps) or the performance of specified securities, indices or other assets based on the nominal or face amount of a reference asset. Payments are usually made on a net basis so that, on any given day, the Fund would receive (or pay) only the amount by which its payment under the swap is less than (or exceeds) the amount of the other party’s payment. The terms of the swap transaction are either negotiated by the sub-advisor and the swap counterparty or established based on terms generally available on an exchange or contract market. Nearly any type of derivative, including forward contracts, can be structured as a swap. The Fund may invest in the following types of swaps: |
| ■ | Inflation Swaps. In an inflation swap, one party pays a fixed rate in exchange for payments tied to an inflation index, such as the CPI-U. The zero-coupon inflation swaps in which the Fund will invest do not exchange payments periodically, and instead make a single payment at maturity. |
| ■ | Interest Rate Swaps. The Fund may enter into an interest rate swap in order to protect against declines in the value of fixed-income securities held by the Fund. In an interest rate swap, the Fund and another party exchange the right to receive interest payments on a security or other reference rate. |
Fixed-Income
Instruments
The Fund’s investments in, or exposure to, fixed-income instruments may include:
| ■ | U.S. Treasury Securities. U.S. Treasury bills have initial maturities of one year or less. U.S. Treasury notes have initial maturities of one to ten years. U.S. Treasury securities that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity and the market prices for such securities will fluctuate. |
8Prospectus – Additional Information About the Fund
| ■ | Treasury Inflation-Protected Securities (“TIPS”). TIPS are marketable securities whose principal is adjusted based on changes in the CPI-U. The relationship between TIPS and the CPI-U affects both the principal amount paid when a TIPS instrument matures and the amount of interest that a TIPS instrument pays semi-annually. When a TIPS instrument matures, the principal paid is the greater of the CPI-U-adjusted principal or the original principal. TIPS pay interest at a fixed rate. However, because the fixed rate is applied to the CPI-U-adjusted principal, interest payments can vary in amount from one period to the next. If the rate of inflation increases, the interest payment increases. If the rate of inflation decreases, the interest payment decreases. The Fund may invest directly in TIPS or indirectly through ETFs. |
Other
Investment Companies
The Fund, at times, may invest in shares of other investment companies. The
Fund may invest in securities of an investment company advised by the Manager, with respect to which the Manager also receives a management
fee. Investments in the securities of other investment
companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, the Fund becomes
a shareholder of that investment company. As a result, Fund shareholders indirectly will bear the Fund’s proportionate share of
the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly
bear in connection with the Fund’s own operations. These other fees and expenses, if applicable, are reflected as Acquired Fund
Fees and Expenses and are included in the Fees and Expenses Table for the Fund in this Prospectus. Investment in other investment companies
may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.
| ■ | ETFs. The Fund may invest in ETFs. ETFs trade like a common stock, and passively-managed ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. ETF shares typically are purchased and redeemed through in-kind purchases and redemptions, and trade on a stock exchange at market prices, which may differ from an ETF’s NAV. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF’s expenses, including its advisory and administration expenses. An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies and policies but also presents some additional risks due to being exchange-traded. The price of an ETF can fluctuate within a wide range. |
| ■ | Government Money Market Funds. The Fund can invest free cash balances in registered open-end investment companies regulated as government money market funds under the Investment Company Act to provide liquidity or for defensive purposes. The Fund could invest in government money market funds rather than purchasing individual short-term investments. If the Fund invests in government money market funds, shareholders will bear their proportionate share of the expenses, including for example, advisory and administrative fees, of the government money market funds in which the Fund invests, including advisory fees charged by the Manager to any applicable government money market funds advised by the Manager. Although a government money market fund is designed to be a relatively low risk investment, it is not free of risk. Despite the short maturities and high credit quality of a government money market fund’s investments, increases in interest rates and deteriorations in the credit quality of the instruments the government money market fund has purchased may reduce the government money market fund’s yield and can cause the price of a government money market security to decrease. In addition, a government money market fund is subject to the risk that the value of an investment may be eroded over time by inflation. |
Additional Information About Risks
The greatest risk of investing in an ETF is that its returns will fluctuate and you could lose money. The following section provides additional information regarding the Fund’s principal risk factors in light of its principal investment strategies. The principal risks of investing in the Fund listed below are presented in alphabetical order and not in order of importance or potential exposure. Among other matters, this presentation is intended to facilitate your ability to find particular risks and compare them with the risks of other funds. Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.
Asset
Selection Risk
Assets
selected for the Fund may not perform to expectations. Judgments about the attractiveness, value and potential performance of a particular
asset class or individual security may be incorrect, and there is no guarantee that individual securities will perform as anticipated.
Additionally, asset classes tend to go through cycles of outperformance and underperformance in comparison to each other and to the general
securities markets. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
Counterparty
Risk
The Fund is subject to the risk that a party or participant to a transaction, such as a broker or derivative counterparty,
will be unwilling or unable to satisfy its obligation to make timely principal, interest or settlement payments or to otherwise honor
its obligations to the Fund. As a result, the Fund may not recover its investment or may only obtain a limited recovery,
and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund
to greater losses in the event of a default by a counterparty.
Cybersecurity
and Operational Risk
Operational risks arising from, among other problems, human errors, systems and technology disruptions or
failures, or cybersecurity incidents may negatively impact the Fund, its service providers, and third-party fund distribution platforms,
including the ability of shareholders to transact in the Fund’s shares, and result in financial losses. Cybersecurity incidents
may allow an unauthorized party to gain access to Fund assets, shareholder data, or proprietary information, or cause the Fund or its
service providers, as well as the securities trading venues and their service providers, to suffer data corruption or lose operational
functionality. Cybersecurity incidents can result from deliberate attacks or unintentional events. A cybersecurity incident could, among
other things, result in the loss or theft of shareholder data or funds, shareholders or service providers being unable to access electronic
systems (also known as “denial of services”), loss or theft of proprietary information or financial data, the inability
to process Fund transactions, interference with the Fund’s ability to calculate its NAV, impediments to trading, physical damage
to a computer or network system, or remediation costs associated with system repairs. The occurrence of any of these problems could result
in a loss of information, violations of applicable privacy and other laws, regulatory scrutiny, penalties, fines, reputational damage,
additional compliance requirements, and other consequences, any of which could have a material adverse effect on the Fund or its shareholders.
Market events also may occur at a pace that overloads current information technology and communication systems and processes of the Fund,
its service providers or other market participants, such as third-party distribution platforms, which could impact the ability of the
Fund to conduct operations or of shareholders to transact the Fund’s shares.
The Manager, through its monitoring and oversight of Fund service providers, endeavors to determine that service providers take appropriate precautions to avoid or mitigate risks that could lead to problems discussed above. While the Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations in such plans and systems, and it is not possible for the Manager, other Fund service providers, or third-party fund distribution platforms to identify all of the operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence or effects. Recent geopolitical tensions may increase the scale and sophistication of deliberate attacks, particularly those from nation-states or from entities with nation-state backing. The Fund cannot control the cybersecurity plans and systems of its service providers, its counterparties, third-party fund distribution platforms, or the issuers of securities in which the Fund invests. The issuers of the Fund’s investments
Prospectus – Additional Information About the Fund9
are likely to be dependent on computers for their operations and require ready access to their data and the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of the Fund’s investments, leading to significant loss of value.
Derivatives
Risk
Derivatives are financial instruments that have a value which depends upon, or is derived from, a reference asset, such
as one or more underlying securities, pools of securities, options, futures, indexes or currencies. The Fund may use derivatives to enhance
total return of its portfolio, to hedge against fluctuations in interest rates or currency exchange rates, to change the effective duration
of its portfolio, or to manage certain investment risks or for exposure to a market as a substitute for the purchase or sale of the underlying
currencies or securities. The Fund may also hold derivative instruments to obtain economic exposure to an issuer without directly holding
its securities. Derivatives may involve significant risk. The use of derivative instruments may expose the Fund to additional risks that
it would not be subject to if it invested directly in the securities or other instruments underlying those securities. Derivatives can
be highly complex and their use within a management strategy can require specialized skills. There can be no assurance that any strategy
used will succeed. If the sub-advisor incorrectly forecasts stock market values, or the direction of interest rates or currency exchange
rates in utilizing a specific derivatives strategy for the Fund, the Fund could lose money. In addition, leverage embedded in a derivative
instrument can expose the Fund to greater risk and increase its costs. Gains or losses in the value of a derivative instrument may be
magnified and be much greater than the derivative’s original cost (generally the initial margin deposit). There may also be material
and prolonged deviations between the theoretical value and realizable value of a derivative.
As a result, the Fund could lose more than the amount it invests. The use of derivatives may also increase any adverse effects
resulting from the underperformance of strategies, asset classes and market exposures to which the Fund has allocated its assets. Derivatives
may at times be illiquid and may be more volatile than other types of investments. The Fund may not be able to close out or sell
a derivative position at a particular time or at an anticipated price. Certain derivatives may also be difficult to value, and valuation
may be more difficult in times of market turmoil.
Derivative investments can increase portfolio turnover and transaction costs. Derivatives also are subject to counterparty risk and credit risk. As a result, the Fund may not recover its investment or may only obtain a limited recovery, and any recovery may be delayed. Not all derivative transactions require a counterparty to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. Derivatives transactions requiring the Fund to post collateral may expose the Fund to greater losses in the event of a default by a counterparty. Certain derivatives require the Fund to post margin to secure its future obligation; if the Fund has insufficient cash, it may have to sell investments from its portfolio to meet daily variation margin requirements at a time when it may be disadvantageous to do so. The Fund’s use of derivatives also may create financial leverage, which may result in losses that exceed the amount originally invested and accelerate the rate of losses. There may be imperfect correlation between the behavior of a derivative and that of the reference instrument underlying the derivative. An abrupt change in the price of a reference instrument could render a derivative worthless. Derivatives may involve risks different from, and possibly greater than, the risks associated with investing directly in the reference instrument. The Fund may buy or sell derivatives not traded on organized exchanges or enter into transactions that are not cleared through clearing organizations. These types of transactions may be subject to heightened counterparty, liquidity and valuation risks. Suitable derivatives may not be available in all circumstances, and there can be no assurance that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial. Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in all circumstances for risk management or other purposes. Upon the expiration of a particular contract, the sub-advisor may wish to retain the Fund’s position in the derivative instrument by entering into a similar contract, but may be unable to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. Although the Fund may attempt to hedge against certain risks, the hedging instruments may not perform as expected and could produce losses. Hedging instruments may also reduce or eliminate gains that may otherwise have been available had the Fund not used the hedging instruments. The Fund may not hedge certain risks in particular situations, even if suitable instruments are available.
The Fund’s ability to use derivatives may also be limited by certain regulatory and tax considerations. For example, the CFTC and the designated contract markets have established position limits for certain futures and options contracts, which may restrict the ability of the Fund, or the Manager or sub-advisor entering trades on the Fund’s behalf, to make certain trading decisions. Rule 18f-4 places limits on the use of derivatives by registered investment companies, such as the Fund. A fund that relies on Rule 18f-4 is required to comply with limits on the amount of leverage-related risk that the fund may obtain, and may also be required to adopt and implement a derivatives risk management program and designate a derivatives risk manager or adopt policies and procedures designed to manage a fund’s derivatives risks.
Ongoing changes to the regulation of derivatives markets and changes in the regulation of funds using derivative instruments could limit the Fund’s ability to pursue its investment strategies. New regulation may make derivatives more costly, may limit their availability, may disrupt markets, or may otherwise adversely affect their value or performance. Recent rule changes provide for central clearing of derivatives that in the past were traded exclusively over-the-counter and may increase costs and margin requirements, but are expected to reduce certain counterparty risks. The Fund may be subject to the risks associated with investments in derivatives, including but not limited to the following:
| ■ | Options
Risk. An option is a contract that gives the purchaser
(holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option
the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally
not exceeding nine months). There can be
no guarantee that the use of options will increase the Fund’s return or income. In addition, there may be an imperfect correlation
between the movement in prices of options and the securities underlying them, and there may at times not be a liquid secondary market
for options. The movements experienced by the Fund between the prices of options and prices of the assets (or indices) underlying
such options, may differ from expectations, and may cause the Fund to not achieve its objective. In order for a call option to be profitable, the market price of the underlying security or index must rise sufficiently above the call option exercise price to cover the premium and any transaction costs. These costs will reduce any profit that might otherwise have been realized had the Fund bought the underlying security instead of the call option. The buyer of a call option assumes the risk of losing its entire investment in the call option. In order for a put option to be profitable, the market price of the underlying security or index must decline sufficiently below the put option’s exercise price to cover the premium and any transaction costs. By using put options in this manner, the Fund will reduce any profit it might otherwise have realized from having shorted the declining underlying security by the premium paid for the put option and by transaction costs. The buyer of a put option assumes the risk of losing its entire investment in the put option. |
| ■ | Swaptions Risk. Swaptions enable the Fund to purchase exposure that is significantly greater than the premium paid. Consequently, the value of swaptions can be volatile, and a small investment in swaptions can have a large impact on the performance of the Fund. The Fund may write (sell) and purchase put or call swaptions. The Fund risks losing all or part of the cash paid (premium) paid for purchasing swaptions. Additionally, the value of the option may be lost if the Sub-Adviser fails to exercise such option at or prior to its expiration. When the Fund writes a swaption it becomes obligated (if the option is exercised) according to the terms of the option agreement. As the swaption contracts held by the Fund near expiration, the Fund may replace them with other swaption contracts that have a later expiration date. That process is called “rolling,” and the Fund may incur costs to “roll” swaption contracts. |
| ■ | Swap Agreements Risk. Swap agreements or “swaps” are transactions in which the Fund and a counterparty agree to pay or receive payments at specified dates based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps) or the performance |
10Prospectus – Additional Information About the Fund
| of specified securities, indices or other assets based on a specified amount (the “notional” amount). Swaps can involve greater risks than a direct investment in an underlying asset, because swaps typically include a certain amount of embedded leverage and as such are subject to leveraging risk. If swaps are used as a hedging strategy, the Fund is subject to the risk that the hedging strategy may not eliminate the risk that it is intended to offset, due to, among other reasons, a lack of correlation between the swaps and the portfolio of assets that the swaps are designed to hedge or replace. Swaps also may be difficult to value. Swaps may be subject to liquidity risk and counterparty risk. The value of swaps may be affected by changes in overall market movements and changes in interest rates and currency exchange rates. Some swaps are now executed through an organized exchange or regulated facility and cleared through a regulated clearing organization. A highly liquid secondary market may not exist for certain swaps, and there can be no assurance that one will develop. The use of an organized exchange or market for swap transactions may result in certain trading and valuation efficiencies for swaps, however, this may not always be the case. The absence of an organized exchange or market for swaps transactions may result in difficulties in trading and valuation, especially in the event of market disruptions. Swaps that are traded over-the-counter also are not subject to standardized clearing requirements and the direct oversight of self-regulatory organizations. Swaps may involve greater liquidity and counterparty risks, including settlement risk, as well as collateral risk (i.e., the risk that the swap will not be properly secured with sufficient collateral), legal risk (i.e., the risk that a swap will not be legally enforceable on all of its terms) and operational risk (i.e., the risk of processing and human errors, inadequate or failed internal or external processes, failures in systems and technology errors or malfunctions). The Fund may invest in the following types of swaps, which may be subject to the risks discussed above, as well as the additional risks as described below: |
| ■ | Inflation Swaps Risk. There can be no assurance that the CPI-U, the reference rate for the Fund’s inflation swaps, will accurately measure the rate of inflation experienced in the U.S. or the rate of expected future inflation. Inflation swaps are subject to interest rate risk. The value of an inflation swap is expected to change in response to changes in real interest rates. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of an inflation swap. Additionally, because the zero-coupon inflation swaps in which the Fund will invest do not pay interest periodically, the prices of these swaps can be very volatile when interest rates change, their values may fluctuate more and they may be less liquid than swaps that pay interest periodically. The payments received by the Fund from swaps, such as inflation swaps and other types of swaps, discussed below, will result in taxable income, either as ordinary income or capital gains, rather than tax-exempt income, which will increase the amount of taxable distributions received by shareholders. |
| ■ | Interest Rate Swaps Risk. Interest rate swaps may also be subject to interest rate and market risks. An interest rate swap transaction could result in losses if the underlying asset or reference rate does not perform as anticipated. An interest rate swap may fail to perform as intended and may not offset adverse changes in interest rates fully or at all. An interest rate swap may also reduce the Fund’s gains due to favorable changes in interest rates and result in losses to the Fund. Counterparties to interest rate swaps are subject to manipulation in the marketplace of the reference benchmark rate, which may affect the utility of the swap as a hedge. |
Exchange-Traded
Funds (“ETFs”) Risk
As
an ETF, the Fund is subject to the following risks:
| ■ | Authorized Participants Concentration Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants. Only an Authorized Participant may transact in Creation Units directly with the Fund, and none of those Authorized Participants is obligated to engage in creation and/or redemption transactions. To the extent they exit the business or are otherwise unable to proceed in creation and redemption transactions with the Fund and no other Authorized Participant is able to step forward to create or redeem shares, then shares of the Fund may be more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting. Authorized Participant concentration risk may be heightened for ETFs, such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes. |
| ■ | Cash Transactions Risk. Like other ETFs, the Fund sells and redeems its shares primarily in large blocks called Creation Units and only to Authorized Participants. Unlike many other ETFs, however, the Fund expects to effect its creations and redemptions at least partially or fully for cash, rather than in-kind securities. Other ETFs generally are able to make in-kind redemptions and avoid realizing gains in connection with redemption requests. Effecting redemptions for cash may cause the Fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. Such dispositions may occur at an inopportune time, resulting in potential losses to the Fund or difficulties in meeting shareholder redemptions, and involve transaction costs. If the Fund recognizes gain on these sales, this generally will cause the Fund to recognize gain it might not otherwise have recognized if it were to distribute portfolio securities in-kind or to recognize such gain sooner than would otherwise have been required. The Fund generally intends to distribute these gains to shareholders to avoid being taxed on this gain at the Fund level and otherwise comply with the special tax rules that apply to it. This strategy may cause shareholders to be subject to tax on gains they would not otherwise be subject to, or at an earlier date than, if they had made an investment in another ETF. In addition, cash transactions may have to be carried out over several days if the securities market in which the Fund is trading is less liquid and may involve considerable transaction expenses and taxes. These brokerage fees and taxes, which will be higher than if the Fund sold and redeemed its shares principally in-kind, may be passed on to purchasers and redeemers of Creation Units in the form of creation and redemption transaction fees. However, the Fund has capped the total fees that may be charged in connection with the redemption of Creation Units at 2% of the value of the Creation Units redeemed. To the extent transaction and other costs associated with a redemption exceed that cap, those transaction costs will be borne by the Fund’s remaining shareholders. These factors may result in wider spreads between the bid and the offered prices of the Fund’s shares than for other ETFs. |
| ■ | Premium/Discount Risk. The NAV of the Fund’s shares will generally fluctuate with changes in the market value of the Fund’s securities holdings. The market prices of Fund shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply and demand of shares on the secondary market. It cannot be predicted whether Fund shares will trade below their NAV (at a discount), at their NAV, or above their NAV (at a premium). As a result, shareholders of the Fund may pay more than NAV when purchasing shares and receive less than NAV when selling Fund shares. This risk is heightened in times of market volatility or periods of steep market declines. In such market conditions, market or stop-loss orders to sell the Fund shares may be executed at market prices that are significantly below NAV. Price differences may be due, in part, to the fact that supply and demand forces at work in the secondary trading market for shares may be closely related to, but not identical to, the same forces influencing the prices of the Fund’s holdings. The market prices of Fund shares may deviate significantly from the NAV of the shares during periods of market volatility or if the Fund’s holdings are or become more illiquid. Disruptions to creations and redemptions may result in trading prices that differ significantly from the Fund’s NAV. In addition, market prices of Fund shares may deviate significantly from the NAV if the number of Fund shares outstanding is smaller or if there is less active trading in Fund shares. Investors purchasing and selling Fund shares in the secondary market may not experience investment results consistent with those experienced by those creating and redeeming directly with the Fund. |
| ■ | Secondary Market Trading Risk. Investors buying or selling shares in the secondary market will normally pay brokerage commissions, which are often a fixed amount and may be a significant proportional cost for investors buying or selling relatively small amounts of shares. In addition, such investors may incur the cost of the “spread” also known as the bid-ask spread, which is the difference between what investors are willing to pay for Fund shares (the “bid” price) and the price at which they are willing to sell Fund shares (the “ask” price). The bid-ask spread varies over time based on, among other things, trading volume, market liquidity and market volatility, and is generally lower if the Fund’s shares have more trading volume and market liquidity and higher if the Fund’s shares have little trading volume and market liquidity. Increased market volatility may cause increased bid-ask spreads. Shares of the Fund may trade in the secondary market at times when the Fund does not accept orders to purchase or redeem shares. At such times, shares may trade in the |
Prospectus – Additional Information About the Fund11
| secondary market with more significant premiums or discounts than might be experienced at times when the Fund accepts purchase and redemption orders. Although Fund shares are listed for trading on the Exchange, there can be no assurance that an active trading market for such shares will develop or be maintained or that the Fund’s shares will continue to be listed. If the Fund is delisted, any resulting liquidation of the Fund could create transaction costs for the Fund and adverse federal income tax consequences for investors. Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading in shares is subject to trading halts caused by extraordinary market volatility pursuant to Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. Shares of the Fund, similar to shares of other issuers listed on a stock exchange, may be sold short and are therefore subject to the risk of increased volatility and price decreases associated with being sold short. In addition, trading activity in derivative products based on the Fund may lead to increased trading volume and volatility in the secondary market for the shares of the Fund. |
Hedging
Risk
The Fund may enter into hedging transactions with the intention of reducing or controlling risk. It is possible that
hedging strategies will not be effective in controlling risk, due to unexpected non-correlation (or even positive correlation) between
the hedging instrument and the position being hedged, increasing, rather than reducing, both risk and losses. To the extent that the Fund
enters into hedging transactions, the hedges will not be static but rather will need to be continually adjusted based on the sub-advisor’s
assessment of market conditions, as well as the expected degree of non-correlation between the hedges and the portfolio being hedged.
The success of the Fund’s hedging strategies will depend on the sub-advisor’s ability to implement such
strategies efficiently and cost-effectively, as well as on the accuracy of the sub-advisor’s judgments concerning the hedging
positions to be acquired by the Fund. A counterparty to a hedging transaction may be unable to honor its financial obligation
to the Fund. In addition, the sub-advisor may be unable to close the transaction at the time it would like or at the price
it believes the security is currently worth. The Fund may not, in general, attempt to hedge all market or other risks inherent in the
Fund’s investments, and may hedge certain risks only partially, if at all. Certain risks, either in respect of particular
investments or in respect of the
Fund’s overall portfolio, may not be hedged, particularly if doing so is economically unattractive. As a result, various
directional market risks may remain unhedged. Gains or losses from positions in hedging instruments may be much greater than the instrument’s
original cost. If the Fund uses a hedging instrument at the wrong time or judges the market conditions incorrectly, or the hedged
instrument does not correlate to the risk sought to be hedged, the hedge might be unsuccessful. The use of hedges may fail to mitigate
risks, reduce the Fund’s return, or create a loss. In addition, hedges, even when successful in mitigating risk, may not
prevent the Fund from experiencing losses on its investments. Hedging instruments may also reduce or eliminate gains that may
otherwise have been available had the Fund not used the hedging instruments. When hedging
is combined with leverage, the Fund risks losses that are increased by the degree of leverage used.
High
Portfolio Turnover Risk
Portfolio turnover is a measure of the Fund’s trading activity over a one-year period.
A portfolio turnover rate of 100% would indicate that the Fund sold and replaced the entire value of its securities holdings during
the period. The Fund may engage in active and frequent trading and may have a high portfolio turnover rate, which could increase
the Fund’s transaction costs because of increased broker commissions resulting from such transactions. These costs are
not reflected in the Fund’s annual operating expenses or in the expense example, but they can have a negative impact on
performance and generate higher capital gain distributions to shareholders than if the Fund had a low portfolio turnover rate.
Frequent trading by the Fund could also result in increased realized net capital gains, distributions of which are taxable to
the Fund’s shareholders when Fund shares are held in a taxable account (including net short-term capital gain distributions,
which are taxable to them as ordinary income).
Inflation
Protection Risk
Although the Fund seeks to generate positive returns during periods of rising inflation and inflation expectations,
the sub-advisor’s investment strategy may fail to achieve this result. If the Fund’s investments do not keep pace with inflation,
the real (or inflation-adjusted) value of its assets could decline as their purchasing power decreases. Additionally, due to the Fund’s
principal investment strategies, its performance may decline during environments with deflation. Inflation rates may change frequently
and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in monetary
or economic policies, or expectations that these policies may change.
Interest
Rate Risk
Investments in fixed-income securities or derivatives that
are influenced by interest rates are subject to interest rate risk. Generally, the value of investments with interest rate risk, such
as fixed-income securities or derivatives, will move in the opposite direction as movements in interest rates. For example,
the value of the Fund’s fixed-income investments or derivatives typically will fall when interest rates rise. Factors including
central bank monetary policy, rising inflation rates, and changes in general economic conditions may cause interest rates to rise, which
could cause the value of the Fund’s investments to decline. Interest rate increases,
including significant or rapid increases, may result in a decline in the value of bonds or derivatives
held by the Fund, make issuers less willing or able
to make principal and interest payments on fixed-income investments when due, lead to heightened volatility in the fixed-income markets
and adversely affect the liquidity of certain fixed-income investments, any of which may result in substantial losses to the Fund. When
interest rates decline, issuers may prepay higher-yielding securities held by the Fund, resulting in the Fund reinvesting in securities
with lower yields, which may cause a decline in its income.
The prices of fixed-income securities or
derivatives are also affected by their
durations. Fixed-income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them
more volatile than fixed-income securities with shorter durations. Rising interest rates may cause the value of the Fund’s investments
in investments with longer durations and terms to maturity to decline, which may adversely affect the value of the Fund. For example,
if a bond has a duration of two years, a 1% increase in interest rates could be expected to result in a 2% decrease in the value of the
bond. Yields
of fixed-income securities will fluctuate over time. In addition, decreases in fixed-income dealer market-making capacity may lead to
lower trading volume, heightened volatility, wider bid-ask spreads, and less transparent pricing in certain fixed-income markets.
The Fund may not be able to hedge against changes
in interest rates or may choose not to do so for cost or other reasons. In addition, any hedges may not work as intended.
Investment
Risk
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. The Fund should not be relied upon as a complete investment program. The market price
of the Fund fluctuates, which means that when you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund.
Leverage
Risk
The Fund’s use of derivatives may
have the economic effect of financial leverage. Financial leverage magnifies the exposure to the movement in prices of an asset or class
of assets underlying a derivative instrument and may result in increased volatility, which means that the Fund will have the potential
for greater losses than if the Fund does not use the derivative instruments that have a leveraging effect. Leverage may result in losses
that exceed the amount originally invested and may accelerate the rate of losses. Leverage tends to magnify, sometimes significantly,
the effect of any increase or decrease in the Fund’s exposure to an asset or class of assets and may cause the Fund’s NAV
per share to be volatile. The use of leverage may cause the Fund to liquidate portfolio
12Prospectus – Additional Information About the Fund
positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation requirements. In addition, the costs that the Fund pays to engage in these practices are additional costs borne by the Fund and could reduce or eliminate any net investment profits. There can be no assurance that the Fund’s use of leverage will be successful. The Fund may experience leverage risk in connection with investments in derivatives because its investments in derivatives may be purchased with a fraction of the assets that would be needed to purchase the securities directly, so that the remainder of the assets may be invested in other investments. Such investments may have the effect of leveraging the Fund because the Fund may experience gains or losses not only on its investments in derivatives, but also on the investments purchased with the remainder of the assets. If the value of the Fund’s investments in derivatives is increasing, this could be offset by declining values of the Fund’s other investments. Conversely, it is possible that the rise in the value of the Fund’s non-derivative investments could be offset by a decline in the value of the Fund’s investments in derivatives. In either scenario, the Fund may experience losses. In a market where the value of the Fund’s investments in derivatives is declining and the value of its other investments is declining, the Fund may experience substantial losses.
Liquidity
Risk
The Fund is susceptible to the risk that certain investments held by the Fund may have limited marketability, be
subject to restrictions on sale, be difficult or impossible to purchase or sell at favorable times or prices or become less liquid in
response to market developments or adverse credit events that may affect issuers or guarantors of a security. Market prices for such
instruments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become
illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses. When there is little or no active
trading market for specific types of securities, it can become more difficult to purchase or sell the securities at or near their perceived
value. As a result, the Fund may have to lower the price on certain securities that it is trying to sell, sell other securities instead
or forgo an investment opportunity, any of which could have a negative effect on Fund management or performance. An inability to sell
a portfolio position can adversely affect the Fund’s NAV or prevent the Fund from being able to take advantage of other investment
opportunities. The Fund could lose money if it is unable to dispose of an investment at a time that is most beneficial to the Fund. 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 asset classes may decline
in value simultaneously. In some cases, traditional market participants have been less willing to make a market in some types of debt
instruments, which has affected the liquidity of those instruments. During times of market turmoil, investors tend to look to the safety
of securities issued or backed by the U.S. Treasury, causing the prices of these securities to rise and the yields to decline. Reduced
liquidity in fixed-income and credit markets may negatively affect many issuers worldwide. Prices in many financial markets have increased
significantly over the last 10-15 years,
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, particularly if markets enter a period of uncertainty or economic weakness. Periods of unusually high volatility in the
financial markets and restrictive credit conditions, sometimes limited to a particular sector or geographic region, continue to recur.
The value of a security may decline due to adverse issuer-specific conditions or general market conditions unrelated to a particular
issuer, such as real or perceived adverse geopolitical, regulatory, market, economic or other developments that may cause broad changes
in market value, changes in the general outlook for corporate earnings, changes in interest, currency or inflation rates, lack of liquidity
in the markets, public perceptions concerning these developments or adverse market sentiment generally. The value of a security may also
decline due to factors that affect a particular industry or industries, such as tariffs, labor shortages or increased production costs
and competitive conditions within an industry. The imposition by the U.S. of tariffs on goods imported
from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in
domestic and foreign markets. 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, cybersecurity incidents, and related events have led, and in the future may continue to lead, to instability in world economies and markets generally and reduced liquidity, which may adversely affect the value of your investment. Such market disruptions have caused, and may continue to cause, broad changes in market value, negative public perceptions concerning these developments, a reduction in the willingness and ability of some lenders to extend credit, difficulties for some borrowers in obtaining financing on attractive terms, if at all, and adverse investor sentiment or publicity. Changes in value may be temporary or may last for extended periods. Adverse market events may also lead to increased shareholder redemptions, which could cause the Fund to sell investments at an inopportune time to meet redemption requests by shareholders and may increase the Fund’s portfolio turnover, which could increase the costs that the Fund incurs and lower the Fund’s performance. Even when securities markets perform well, there is no assurance that the investments held by the Fund will increase in value along with the broader market.
Policy changes by the U.S. government and/or Federal Reserve and economic and political changes within the U.S. and abroad, such as inflation, changes in interest rates, recessions, changes in the U.S. presidential administration and Congress, the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan, the threat or occurrence of a federal government shutdown and threats or the occurrence of a failure to increase the federal government’s debt limit, which could result in a default on the government’s obligations, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations. Global economies and financial markets are becoming increasingly interconnected, which increases the possibility of many markets being affected by events in a single country or events affecting a single or small number of issuers.
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. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or accurately price its investments. These fluctuations in securities prices could be a sustained trend or a drastic movement. 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.
| ■ | Recent Market Events Risk. Both U.S. and international markets have experienced significant volatility in recent months and years. As a result of such volatility, investment returns may fluctuate significantly. Moreover, during periods of significant volatility, the risks discussed herein associated with an investment in the Fund may be increased. National economies are substantially interconnected, as are global financial markets, which creates the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the interconnectedness of economies and/or markets may be changing, which may impact such economies and markets in ways that cannot be foreseen at this time. |
| Some countries, including the U.S., have adopted more protectionist trade policies, including trade tariffs and other trade barriers, which is a trend that appears to be continuing globally. Slowing global economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some major international trade agreements, risks associated with trade agreements between countries and regions, including the U.S. and other foreign nations, political or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment and commodity and currency prices could affect the economies and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant market volatility. In addition, these policies, including the impact on the U.S. dollar, may decrease foreign demand for U.S. assets, which could have a negative impact on certain issuers and/or industries. The U.S. has imposed or threatened to impose tariffs and other trade barriers on imports of certain categories of goods from Canada, Mexico, and European countries. The U.S. also has imposed or threatened to impose tariffs and other |
Prospectus – Additional Information About the Fund13
| trade barriers on imports of certain categories of goods from China, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. These countries have imposed or threatened to impose retaliatory tariffs on U.S. goods. If relations between the U.S. and these and other foreign countries do not improve or continue to deteriorate, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund’s investments may go down. |
| Although interest rates were unusually low in the U.S. and abroad for a period of time, in 2022, the U.S. Federal Reserve (the “Federal Reserve”) and certain foreign central banks began to raise interest rates as part of their efforts to address rising inflation. The Federal Reserve and certain foreign central banks subsequently started to lower interest rates in September 2024, though economic or other factors, such as Federal Reserve policy changes, could have an effect on this. It is difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could cause the Federal Reserve or foreign central banks to change their approach in the future as such actions may result in an economic slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity in certain sectors of the market. It is difficult to predict the impact on various markets of significant interest rate changes or other significant policy changes. Deteriorating economic fundamentals may increase the risk of default or insolvency of particular issuers, negatively impact market value, increase market volatility, cause credit spreads to widen, reduce bank balance sheets and cause unexpected changes in interest rates. Any of these could cause an increase in market volatility, reduce liquidity across various sectors or markets or decrease confidence in the markets. Also, regulators have expressed concern that changes in interest rates may cause investors to sell fixed income securities faster than the market can absorb them, contributing to price volatility. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high volatility, disrupting investment programs and potentially causing losses. |
| Tensions, war or open conflict between nations, such as between Russia and Ukraine, in the Middle East or in eastern Asia could affect the economies of many nations, including the United States. The duration of ongoing hostilities in the Middle East and between Russia and Ukraine, and any sanctions and related events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could be negatively impacted whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries or regions directly affected. |
| Regulators in the U.S. have adopted a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of various newly adopted regulations is not currently known. Due to the scope of regulations being adopted, certain of these changes could limit the Fund’s ability to pursue its investment strategies or make certain investments, may make it more costly for the Fund to operate, or adversely impact performance. Additionally, it is possible that recently adopted regulations could be further revised or rescinded, which creates material uncertainty regarding their impact to the Fund. |
| Further, advancements in technology may also adversely impact market movements and liquidity and may affect the overall performance of the Fund. For example, the advanced development and increased regulation of artificial intelligence may impact the economy and the performance of the Fund. As artificial intelligence is used more widely, the value of the Fund’s holdings may be impacted, which could impact the overall performance of the Fund. |
| High public debt in the U.S. and other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer confidence and may adversely impact financial markets and the broader economy. China’s economy, which has been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size of China’s economy, the resolution of these issues could impact a number of other countries. |
| Certain illnesses spread rapidly and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets, including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time. |
| Economists and others have expressed increasing concern about the potential effects of global climate change on property and security values. Impacts from climate change may include significant risks to global financial assets and economic growth. A rise in sea levels, an increase in powerful storms and/or a climate-driven increase in sea levels or flooding could cause coastal properties to lose value or become unmarketable altogether. Certain issuers, industries and regions may be adversely affected by the impacts of climate change in ways that cannot be foreseen, 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. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change. Losses related to climate change could adversely affect, among others, corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate, municipal or mortgage-backed securities. |
Non-Diversification
Risk
Since the Fund is non-diversified, it may invest a high percentage of its assets in a limited number of issuers. When the
Fund invests in a relatively small number of issuers, it may be more susceptible to risks associated with a single economic, political
or regulatory occurrence than a more diversified portfolio might be. Some of those issuers also may present substantial credit or other
risks. When the Fund is non-diversified, its NAV and total return may also fluctuate more or be subject to declines in weaker
markets than a diversified mutual fund. Investments in securities of a limited number of issuers exposes the Fund to greater market
risk, price volatility and potential losses than if assets were diversified among the securities of a greater number of issuers. Because
the Fund may have a focused portfolio of fewer companies than other funds, including both diversified and non-diversified funds, the increase
or decrease of the value of a single investment may have a greater impact on the Fund’s NAV and total return when compared to other
funds.
Other
Investment Companies Risk
To the extent that the Fund invests in shares of other registered investment companies, the
Fund will indirectly bear the fees and expenses, including, for example, advisory and administrative fees, charged by those investment
companies in addition to the Fund’s direct fees and expenses. If the Fund invests in other investment companies, the Fund
may receive distributions of taxable gains from portfolio transactions by that investment company and may recognize taxable gains from
transactions in shares of that investment company, which could be taxable to the Fund’s shareholders when distributed to them.
The Fund must rely on the investment company in which it invests to achieve its investment objective. If the investment company
fails to achieve its investment objective, the value of the Fund’s investment may decline, adversely affecting the Fund’s
performance. To the extent the Fund invests in other investment companies
that invest in equity securities, fixed-income securities and/or foreign securities, or that track an index, the Fund is subject
to the risks associated with the underlying investments held by the investment company or the index fluctuations to which the investment
company is subject.
The Fund will be subject to the risks associated with
investments in those companies, including but not limited to the following:
| ■ | Exchange-Traded Funds (“ETFs”) Risk. Because ETFs are listed on an exchange, they may be 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 |
14Prospectus – Additional Information About the Fund
| 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 that index and may not be permitted to sell poorly performing stocks that are included in its index. An actively-managed ETF’s performance will reflect its adviser’s ability to make investment decisions that are suited to achieving the ETF’s investment objectives. Future legislative or regulatory changes, including changes in taxation, could impact the operation of ETFs. |
| ■ | Government Money Market Funds Risk. Investments in government money market funds are subject to interest rate risk, credit risk, and market risk. Although a government money market fund seeks to preserve the value of the fund’s investment at $1.00 per share, at times, the share price of government money market funds may fall below the $1.00 share price, especially during periods of high redemption pressures, illiquid markets, and/or significant market volatility. Credit risk is the risk that the issuer, guarantor or insurer of an obligation, or the counterparty to a transaction, may fail or become less able or unwilling, to make timely payment of interest or principal or otherwise honor its obligations, or that it may default completely. There is the risk that the issuers or guarantors of securities owned by a government money market fund, including securities issued by U.S. Government agencies, which are not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the government money market fund. This could cause the government money market fund’s NAV to decline below $1.00 per share, which would cause the Fund’s investment to lose value. |
Risk
Management
The Fund’s sub-advisor undertakes certain analyses with the intention of identifying particular types of risks
and reducing the Fund’s exposure to them. However, risk is an essential part of investing, and the degree of return an
investor might expect is often tied to the degree of risk the investor is willing to accept. By its very nature, risk involves exposure
to the possibility of adverse events. Accordingly, no risk management program can eliminate the Fund’s exposure to such
events; at best, it can only reduce the possibility that the Fund will be affected by adverse events, and especially those risks
that are not intrinsic to the Fund’s investment program. While the prospectus describes material risk factors associated
with the Fund’s investment program, there is no assurance that, as a particular situation unfolds in the markets, the portfolio
managers will be able to identify all of the risks that might affect the Fund, rate their probability or potential magnitude correctly,
or take appropriate measures to reduce the Fund’s exposure to them. Measures taken with the intention of decreasing exposure
to identified risks might have the unintended effect of increasing exposure to other risks.
Segregated
Assets Risk
In connection with certain transactions that may give rise to future payment obligations, the Fund may be
required to maintain a segregated amount of, or otherwise earmark, cash or liquid securities to cover the position. Segregated or earmarked
securities generally cannot be sold while the position or transaction they are covering is outstanding, unless they are replaced with
other securities of equal value. There is the possibility that the segregation or earmarking of a large percentage of the Fund’s
assets may, in some circumstances, limit the Fund’s ability to take advantage of investment opportunities or meet redemption
requests. In addition, the need to segregate cash or other liquid securities could limit the Fund’s ability to pursue other
opportunities as they arise.
Small
Fund Risk
Like other smaller funds, large inflows and outflows may impact the Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of market movement during the affected period. Investment
positions may also have a disproportionate impact, negative or positive, on performance, and Fund performance may be more volatile than
that of a larger fund. The Fund’s shareholder fees and annual fund operating expenses also may be higher than those of a fund that
has attracted sufficient assets to achieve investment and trading efficiencies. Shareholders of the Fund may incur higher expenses if
the Fund fails to attract sufficient assets to realize economies of scale. Investors in the Fund bear the risk that, without sufficient
assets, the Fund may not be successful in implementing its investment strategies or may not employ a successful investment strategies.
If the Fund does not attract sufficient assets, the Fund may not be viable, and any resulting liquidation could create elevated and negative
transaction costs for the Fund and adverse federal income tax consequences for investors, as well as causing shareholders to incur expenses
of liquidation.
Treasury
Inflation-Protected Securities Risk
U.S. Treasury inflation-protected securities (“TIPS”) are debt instruments issued
by the United States Department of the Treasury. The principal of TIPS increases with inflation and decreases with deflation, as measured
by the CPI-U. When TIPS mature, investors are paid the adjusted principal or original principal, whichever is greater. TIPS tend to react
to changes in real interest rates. In general, the price of an inflation-protected debt security falls when real interest rates rise,
and rises when real interest rates fall. TIPS generally pay a lower nominal interest rate than a comparable non-inflation-indexed bond.
Interest payments on TIPS are unpredictable and will fluctuate as the principal and corresponding interest payments are adjusted for inflation.
There can be no assurance that the CPI-U will accurately measure the real rate of inflation in the prices of goods and services. Any increases
in the principal amount of TIPS will be considered taxable ordinary income, even though the Fund or ETFs in which the Fund invests will
not receive the principal until maturity. As a result, the Fund may make income distributions to shareholders that exceed the cash it
receives. In addition, TIPS are subject to interest rate risk.
U.S.
Treasury Obligations Risk
Securities issued or guaranteed by the U.S. Treasury are backed by the “full faith and credit”
of the United States; however, the U.S. government guarantees the securities only as to the stated interest rate and face value at maturity,
not its current market price and the market prices of such securities may fluctuate. The market value of U.S. Treasury obligations may
vary due to fluctuations in interest rates. In addition, changes to the financial condition or credit rating of the U.S. government
may cause the market value of the Fund’s investments in obligations issued by the U.S. Treasury to decline. Certain political events
in the U.S., such as a prolonged government shutdown, the U.S. government’s inability at times to agree on a long-term budget and
deficit reduction plan, and threats not to increase the federal government’s debt limit, which may result in a potential default
on the national debt, may also cause investors to lose confidence in the U.S. government and may cause the value of U.S. Treasury obligations
to decline. Because U.S. Treasury securities trade actively outside the United States, their prices may also rise and fall as changes
in global economic conditions affect the demand for these securities. The total public debt of the U.S. as a percent of GDP has grown
rapidly in recent years. Although high debt levels do not necessarily indicate or cause economic problems, they have the potential to
create systemic risks if sound debt management practices are not implemented.
Valuation
Risk
This is the risk that a security may be valued at a price different from the price at which it can be sold. This risk may
be especially pronounced for investments that may be illiquid or may become illiquid and for securities that trade in relatively thin
markets and/or markets that experience extreme volatility. The valuation of the Fund’s investments in an accurate and timely manner
may be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.
If market conditions make it difficult to value certain investments, SEC rules and applicable accounting protocols may require the valuation
of these investments using more subjective methods, such as fair-value methodologies. Using fair value methodologies to price investments
may result in a value that is different from an investment’s most recent closing price and from the prices used by others for the
same investment. Investors who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive
fewer or more shares, or lower or higher
Prospectus – Additional Information About the Fund15
redemption proceeds, than they would have received if the securities had not been fair valued or a different valuation methodology had been used. The value of foreign securities, certain fixed-income securities and currencies, as applicable, may be materially affected by events after the close of the markets on which they are traded, but before the Fund determines its NAV.
Volatility
Risk
The Fund may have investments that appreciate or decrease significantly in value over short periods of time. This
may cause the Fund’s NAV to experience significant increases or declines in value over short periods of time. Volatility
can disrupt historical or theoretical pricing relationships, causing what should otherwise be comparatively low risk positions to incur
losses. On the other hand, the lack of volatility can also result in losses for many of the Fund’s strategies that are
effectively “long” volatility. In periods of trendless and/or stagnant markets, the Fund’s strategies may have materially
diminished prospects for profitability. The majority of the investment strategies that are employed by the Fund rely for their profitability
on market volatility contributing to the pricing inefficiencies that they are designed to identify. Because the Fund may use some derivatives
that involve economic leverage, this economic leverage will increase the volatility of a derivative instrument, as they may increase or
decrease in value more quickly than the reference asset.
Additional Information About Performance Index
The Fund’s performance is compared to the Bloomberg US Aggregate Bond Index. Set forth below is additional information regarding the index to which the Fund’s performance is compared.
| ■ | The Bloomberg US Aggregate Bond Index is a broad-based benchmark that measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The index includes components for Treasuries, government-related and corporate securities, fixed-rate agency mortgage-backed securities, asset-backed securities and commercial mortgage-backed securities (agency and non-agency). |
Notice Regarding Index Data
“Bloomberg®” and the Bloomberg index listed herein (the “Index”) are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the Index (collectively, “Bloomberg”), and have been licensed for use for certain purposes by the distributor hereof (the “Licensee”). The financial products named herein (the “Products”) are not sponsored, endorsed, sold or promoted by Bloomberg. Bloomberg does not make any representation or warranty, express or implied, to the owners of or counterparties to the Products or any member of the public regarding the advisability of investing in securities or commodities generally or in the Product particularly. The only relationship of Bloomberg to Licensee is the licensing of certain trademarks, trade names and service marks and of the Index, which are determined, composed and calculated by BISL without regard to Licensee or the Products. Bloomberg has no obligation to take the needs of Licensee or the owners of the Products into consideration in determining, composing or calculating the Index. Bloomberg is not responsible for and has not participated in the determination of the timing, price, or quantities of the Products to be issued. Bloomberg shall not have any obligation or liability, including, without limitation, to customers of the Products, in connection with the administration, marketing or trading of the Products.
BLOOMBERG DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BLOOMBERG DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA RELATED THERETO. BLOOMBERG DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT ALLOWED BY LAW, BLOOMBERG, ITS LICENSORS, AND ITS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY INJURY OR DAMAGES—WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHERWISE—ARISING IN CONNECTION WITH THE PRODUCT OR INDEX OR ANY DATA OR VALUES RELATING THERETO—WHETHER ARISING FROM THEIR NEGLIGENCE OR OTHERWISE, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.
Portfolio Holdings Information
Each day the Fund is open for business, the Trust publicly disseminates the Fund’s full portfolio holdings as of the close of the previous day through the website. A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s SAI. The holdings of the Fund can be found on the Fund’s website at www.americanbeaconfunds.com/etfs/CPII.
Fund Management
The Manager
AMERICAN BEACON ADVISORS, INC. (the “Manager”) serves as the Manager and administrator of the Fund. The Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039, is an indirect wholly-owned subsidiary of Resolute Topco, Inc. (“Topco”), which is owned primarily by various institutional investment funds that are managed by financial institutions and other investment advisory firms. No owner of Topco owns 25% or more of the outstanding equity or voting interests of Topco.
The Manager was organized in 1986 to provide investment management, advisory, and administrative services. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Manager is also registered with the CFTC as a CPO under the Commodity Exchange Act and serves as the CPO with respect to the Fund. The Manager is exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(4) with respect to the Fund.
Normally, under CFTC regulations, if a registered investment company, such as the American Beacon Ionic Inflation Protection ETF, has less than a three-year operating history, the Manager is required to show the performance of all accounts and pools managed by the Manager that have investment objectives, policies, and strategies substantially similar to the Fund. The Manager is not providing such performance as the Manager does not have any such accounts or pools.
Under the Fund’s management agreement with the Manager (the “Management Agreement”), the Manager has agreed to pay all expenses of the Fund, except for the management fee payments to the Manager under the Management Agreement (also known as a “unitary advisory fee”), acquired fund fees and expenses, brokerage commissions and issue and transfer taxes relating to the purchase and sale of portfolio holdings, securities lending fees, expenses associated with securities sold short, costs, expenses or losses arising out of any liability or claim asserted against the Trust or Fund for violation of any law, distribution and service fees pursuant to a Rule 12b-1 plan (if any), costs of holding shareholder meetings, except meetings related to changes to the Management Agreement, the election of any Board member who is an “interested person” of the Trust as defined in Section 2(a)(19) of the 1940 Act, and/or other matters that directly benefit the Manager, taxes and governmental fees, and extraordinary expenses.
16Prospectus – Fund Management
The Fund’s Management Agreement with the Manager provides for the Fund to pay the Manager an annualized management fee equal to 0.70% of the Fund’s average daily net assets that is calculated and accrued daily.
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee of 10% of the net monthly investment income (the income earned in the form of interest, dividends and realized capital gains from the investment of cash collateral, plus any negative rebate fees paid by borrowers, less the rebate amount paid to borrowers as well as related expenses) and, with respect to collateral other than cash, a fee up to 10% of loan fees and demand premiums paid by borrowers. The SEC has granted exemptive relief that permits the Fund to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.
As of the date of this Prospectus, the Fund does not intend to engage in securities lending activities.
A discussion of the Board’s consideration and approval of the Management Agreement between the Trust, on behalf of the Fund, and the Manager and the Investment Advisory Agreement between the Manager and the sub-advisor is available in the Fund’s report as filed on Form N-CSR with the SEC for the fiscal period ended April 30, 2025.
The Sub-Advisor
Set forth below is a brief description of the Sub-Advisor and the portfolio managers with joint and primary responsibility for the day-to-day management of the Fund. The Fund’s SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Fund and their compensation.
Ionic Capital Management LLC (“Ionic”) is located at 475 5th Ave, New York, NY 10017. Ionic is an SEC-registered investment adviser and a Delaware limited liability company that provides investment advice on a discretionary basis to private investment funds and sub-advisory services to undertakings for collective investments in transferable securities and the Fund. Ionic is also registered with the CFTC as a CPO and a commodity trading advisor. As of June 30, 2025, the Sub-Advisor had assets under management of approximately $5.54 billion inclusive of certain notionally funded mandates.
Bart E. Baum is a co-founder of Ionic, founded in 2006, where he focuses on managing the firm’s equity option and warrant arbitrage strategies, convertibles and commodities. He has over 29 years of experience managing these strategies. Previously, Mr. Baum was a Managing Director and Portfolio Manager in the U.S. and European Volatility and Credit Arbitrage Group at Highbridge where he focused on equity options, warrants and convertible bonds. He joined Highbridge in 1992 where he also developed and implemented many of the equity arbitrage trading strategies and pioneered the firm’s closed-end fund effort. Mr. Baum earned an MBA from Fordham University and a BA in Political Science from SUNY Albany.
Doug Fincher joined Ionic in 2013 and, together with Mr. Baum and Mr. Stone, is responsible for asset allocation across strategies for certain funds. Previously, Mr. Fincher was the president and CEO of Rock Maple Funds LLC, a New York-based fund of hedge funds. During his tenure at Rock Maple Funds LLC, from 2008 to 2012, he was also a portfolio manager and served on the firm’s investment committee. From 2002 to 2008, Mr. Fincher worked for CIBC WM Inc., where he managed two departments and served on the bank’s U.S. Executive Management Committee. Earlier in his career, Mr. Fincher held a variety of senior management positions at Lazard Frères, ABN AMRO Bank N.V. and Kidder Peabody. Mr. Fincher earned a BA in History from Lafayette College.
Daniel L. Stone is a co-founder of Ionic, founded in 2006, where he focuses on managing the firm’s interest rate, currency and credit strategies. He has over 25 years of experience managing relative value arbitrage and long volatility strategies across multiple asset classes. Previously, Mr. Stone was a Managing Director and Portfolio Manager in the U.S. and European Volatility and Credit Arbitrage Group at Highbridge Capital Management, LLC (“Highbridge”). He joined Highbridge in 1996 where he also managed convertible bonds and equity, interest rate and credit derivatives. Mr. Stone earned an AB in Economics Magna cum Laude from Harvard College.
The Distributor
Foreside Financial Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (doing business as ACA Group) (“Distributor”) serves as the Fund’s distributor.
The Distributor distributes Creation Units for the Fund on a best efforts basis. Shares in less than Creation Units are not distributed by the Distributor, and the Distributor does not maintain a secondary market in the shares of the Fund. The Distributor has no role in determining the policies of the Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 190 Middle Street, Suite 301, Portland, ME 04101.
Valuation of Shares
The Fund’s NAV per share is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding, which may differ from the Fund’s market price. Investors that purchase and sell the Fund in the secondary market will transact at market prices, which may be lower or higher than the NAV per share.
The NAV per share of the Fund’s shares is determined based on a pro rata allocation of the Fund’s investment income, expenses and total capital gains and losses. The Fund’s NAV per share is determined each business day as of the regular close of trading on the NYSE, which is typically 4:00 p.m. Eastern Time. However, if trading on the NYSE closes at a time other than 4:00 p.m. Eastern Time, the Fund’s NAV per share typically would still be determined as of the regular close of trading on the NYSE. The Fund does not price its shares on days that the NYSE is closed. Foreign exchanges may permit trading in foreign securities on days when the Fund is not open for business, which may result in the value of the Fund’s portfolio investments being affected at a time when you are unable to buy or sell shares.
Equity securities and certain derivative instruments that are traded on an exchange are valued based on market value. Certain derivative instruments (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. The price of debt securities generally is determined using pricing services or quotes obtained from broker/dealers who may consider a number of inputs and factors, such as comparable characteristics, yield curve, credit spreads, estimated default rates, coupon rates, underlying collateral and estimated cash flow. Investments in mutual funds are valued at the closing NAV per share of the mutual funds on the day of valuation. Equity securities, including shares of closed-end funds and ETFs, are valued at the last sale price or official closing price.
The valuation of securities traded on foreign markets and certain fixed-income securities will generally be based on prices determined as of the earlier closing time of the markets on which they primarily trade, unless a significant event has occurred. When the Fund holds securities or other assets that are denominated in a foreign currency, the exchange rates as of 4:00 p.m. Eastern Time will normally be used.
Rule 2a-5 under the Investment Company Act (the “Valuation Rule”) establishes requirements for determining fair value in good faith for purposes of the Investment Company Act, including related oversight and reporting requirements. The rule also defines when market quotations are “readily available” for purposes of the Investment Company Act, the threshold for determining whether the Fund must fair value a security.
Prospectus – Fund Management17
The Valuation Rule permits the Fund’s board to designate the Fund’s primary investment adviser as “valuation designee” to perform the Fund’s fair value determinations subject to board oversight and certain reporting and other requirements intended to ensure that the registered investment company’s board receives the information it needs to oversee the investment adviser’s fair value determinations. The Board has designated the Manager as valuation designee under the Valuation Rule to perform fair value functions in accordance with the requirements of the Valuation Rule.
Securities may be valued at fair value, as determined in good faith and pursuant to the Manager’s procedures. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as for fixed income securities and when: (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by the Fund occurs after the close of a related exchange but before the determination of the Fund’s NAV per share, fair value pricing may be used on the affected security or securities. Securities of small-capitalization companies are also more likely to require a fair value determination using these procedures because they are more thinly traded and less liquid than the securities of larger capitalization companies. Securities may be fair valued as a result of significant events occurring after the close of the foreign markets in which it invests. In addition, the Fund may invest in illiquid securities requiring these procedures.
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Fund’s fair valuation procedures. You may view the Fund’s most recent NAV per share at www.americanbeaconfunds.com by clicking on ‘‘Quick Links’’ and then ‘‘Daily NAVs.’’
About Your Investment
Purchase and Redemption of Shares
Shares of the Fund may be purchased or redeemed directly from the Fund only in Creation Units or multiples thereof. Only a broker-dealer that enters into an Authorized Participant agreement with the Distributor (an “Authorized Participation Agreement”) may engage in creation and redemption transactions directly with the Fund. Purchases and redemptions directly with the Fund must follow the Fund’s procedures, and are subject to transaction fees, which are described in the SAI. Orders for such transactions may be rejected or delayed if they are not submitted in good order and subject to the other conditions set forth in this Prospectus and the SAI. Please see the SAI for more information about purchases and redemptions of Creation Units.
Once purchased (i.e., created) by an Authorized Participant, shares are listed on the Exchange and trade in the secondary market. When you buy or sell the Fund’s shares in the secondary market, you will pay or receive the market price. The price at which you buy or sell shares (i.e., the market price) may be more or less than the NAV of the shares. Unless imposed by your broker, there is no minimum dollar amount you must invest in the Fund and no minimum number of Shares you must buy. Shares can be bought and sold throughout the trading day like other publicly traded securities. Most investors will buy and sell shares through a broker and, thus, will incur customary brokerage commissions and charges when buying or selling shares. Except when aggregated in Creation Units, shares are not redeemable by the Fund.
The secondary markets are closed on weekends and also are generally closed on the following holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, but may be closed at other times. When a holiday observed by the Exchange falls on a Saturday, the Exchange will not be open for business on the preceding Friday unless unusual business conditions exist, such as the ending of a monthly or yearly accounting period.
For more information on how to buy and sell shares of the Fund, call 1-833-471-3562 or visit www.americanbeaconfunds.com.
Premium/Discount Information
Information showing the number of days the market price of the Fund’s shares was greater than the Fund’s NAV per share (i.e., at a premium) and the number of days it was less than the Fund’s NAV per share (i.e., at a discount) for various time periods will be available by visiting the Fund’s website at www.americanbeaconfunds.com/etfs/CPII. The premium and discount information contained on the website will represent past performance and cannot be used to predict future results.
Investments by Registered Investment Companies
Section 12(d)(1) of the Investment Company Act restricts investments by investment companies in the securities of other investment companies, including shares of the Fund. Registered investment companies are permitted to invest in the Fund beyond the limits set forth in Section 12(d)(1) subject to compliance with Rule 12d1-4 under the Investment Company Act, including that such investment companies enter into an agreement with the Fund.
Continuous Offering
The method by which Creation Units of Fund shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as such term is used in the Securities Act of 1933 (the “Securities Act”), may occur at any point. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the Securities Act.
For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent shares and sells the shares directly to customers or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a characterization as an underwriter.
Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares, whether or not participating in the distribution of shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted with engaging in ordinary secondary market transactions) and thus dealing with the shares that are part of an overallotment within the meaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the Securities Act is only available with respect to transactions on a national exchange.
18Prospectus – About Your Investment
Dealers effecting transactions in the Fund’s shares, whether or not participating in this distribution, are generally required to deliver a prospectus. This is in addition to any obligation of dealers to deliver a prospectus when acting as underwriters.
Beneficial Ownership
The Depository Trust Company (“DTC”) serves as securities depository for the Fund’s shares. DTC, or its nominee, is the owner of record for all outstanding shares. Beneficial owners of the Fund’s shares are not entitled to have shares registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and are not considered the registered holder thereof. Accordingly, to exercise any rights of a holder of shares, each beneficial owner must rely on the procedures of: (i) DTC; (ii) the securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC (“DTC Participants”), and (iii) brokers, dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly, through which such beneficial owner holds its interests (“Indirect Participants”). The Trust understands that, under existing industry practice, in the event the Fund requests any action of holders of shares, or a beneficial owner desires to take any action that DTC, as the record owner of all outstanding shares, is entitled to take, DTC would authorize the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants and beneficial owners acting through such DTC Participants to take such action and would otherwise act upon the instructions of beneficial owners owning through them. For more detailed information, see “Book Entry Only System” in the Fund’s Statement of Additional Information.
Payments to Financial Intermediaries
The Manager and/or the Manager’s affiliates (at their own expense) may pay compensation to financial intermediaries for shareholder-related services and, if applicable, distribution-related services, including administrative, sub-transfer agency type, recordkeeping and shareholder communication services. Such payments, which may be significant to the intermediary, are not made by the Fund. Rather, such payments are made by the Manager or its affiliates from their own resources, and constitute what it sometimes referred to as “revenue sharing.”
The amount of compensation paid to different financial intermediaries may differ. The compensation paid to a financial intermediary may be based on a variety of factors, including average assets under management in accounts distributed and/or serviced by the financial intermediary, gross sales by the financial intermediary and/or the number of accounts serviced by the financial intermediary that invest in the Fund.
Compensation received by a financial intermediary from the Manager or an affiliate of the Manager may include payments for marketing and/or training expenses incurred by the financial intermediary, including expenses incurred by the financial intermediary in educating (itself and) its salespersons with respect to Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars regarding the Fund, including travel and lodging expenses. It may also cover the development of technology platforms and reporting systems, data provision services, financial intermediaries making shares of the Fund available to sales representatives and/or customers of a fund supermarket platform or similar program sponsor, services provided in connection with such fund supermarket platforms and programs, or costs incurred by financial intermediaries in connection with their efforts to sell Fund shares, including costs incurred compensating (registered) sales representatives, preparing, printing and distributing sales literature.
Any compensation received by a financial intermediary and the prospect of receiving it may create conflicts of interest between the intermediary and its customers and may provide the financial intermediary with an incentive to recommend the shares of the Fund or another fund in the American Beacon Funds Complex over other potential investments, and may cause it to make decisions about the level of services provided to its customers based on the payments or other financial incentives it is eligible to receive. Similarly, the compensation may cause financial intermediaries to elevate the prominence of the Fund within their organization by, for example, placing it on a list of preferred funds. You can contact your financial intermediary for details about any such payments it receives from the Manager or its affiliates, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Prospectus.
Frequent Trading and Market Timing
The Trust’s Board of Trustees has determined not to adopt policies and procedures designed to prevent or monitor for frequent purchases and redemptions of the Fund’s shares because the Fund sells and redeems its shares at NAV only in Creation Units pursuant to the terms of an Authorized Participant Agreement between the Authorized Participant and the Distributor, and such direct trading between the Fund and Authorized Participants is critical to ensuring that the Fund’s shares trade at or close to NAV. Further, the vast majority of trading in Fund shares occurs on the secondary market, which does not involve the Fund directly and therefore does not cause the Fund to experience many of the harmful effects of market timing, such as dilution and disruption of portfolio management. In addition, the Fund imposes a transaction fee on Creation Unit transactions, which is designed to offset transfer and other transaction costs incurred by the Fund in connection with the issuance and redemption of Creation Units and may employ fair valuation pricing to minimize potential dilution from market timing. The Fund reserves the right to reject any purchase order at any time and reserves the right to impose restrictions on disruptive, excessive, or short-term trading.
Distributions and Taxes
The Fund distributes most or all of its net earnings and realized gains, if any, each taxable year in the form of dividends from net investment income (“dividends”) on an annual basis and distributions of realized net capital gains (“capital gains distributions”) and net gains from foreign currency transactions (sometimes referred to below collectively as “other distributions”) on an annual basis (and dividends, capital gains distributions, and other distributions are sometimes referred to below collectively as “distributions”). Different tax treatment applies to different types of distributions (as described in the table below).
The Fund does not have a fixed dividend rate and does not guarantee that it will pay any distributions in any particular period. Any dividends are paid monthly, and capital gains distributions and other distributions are paid annually.
No dividend reinvestment service is provided by the Fund. Financial intermediaries may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of Fund shares for reinvestment of their dividend distributions. Beneficial owners should contact their financial intermediary to determine the availability and costs of the service and the details of participation therein. Financial intermediaries may require beneficial owners to adhere to specific procedures and timetables. If this service is available and used, dividend distributions of both income and net capital gains will be automatically reinvested in additional whole shares of the Fund purchased in the secondary market.
Distributions of Fund income are generally taxable to you regardless of the manner in which received or reinvested.
Taxes
Fund distributions are taxable to shareholders other than tax-qualified retirement plans and accounts and other tax-exempt investors. However, the portion of the Fund’s dividends derived from its investments in U.S. Government obligations, if any, is generally exempt from state and local income taxes. Fund dividends, except those that are “qualified dividend income” (as described below), are subject to federal income tax at the rates for ordinary income contained in the Internal Revenue Code. The following table outlines the typical status of transactions in taxable accounts:
Prospectus – About Your Investment19
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Type of Transaction |
Federal Tax Status |
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Dividends from net investment income* |
Ordinary income** |
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Distributions of the excess of net short-term capital gain over net long-term capital loss* |
Ordinary income |
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Distributions of net gains from certain foreign currency transactions* |
Ordinary income |
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Distributions of the excess of net long-term capital gain over net short-term capital loss (“net capital gain”)* |
Long-term capital gains |
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Sales of shares owned for more than one year |
Long-term capital gains or losses |
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Sales of shares owned for one year or less |
Net gains are taxed at the same rate as ordinary income; net losses are subject to special rules |
| * | Whether reinvested or taken in cash. |
| ** | Except for dividends that are attributable to ‘‘qualified dividend income,’’ if any. |
To the extent distributions are attributable to net capital gain that the Fund recognizes they are subject to a 15% maximum federal income tax rate for individual and certain other non-corporate shareholders (each, an ‘‘individual’’) (20% for individuals with taxable income exceeding certain thresholds, which are indexed for inflation annually), regardless of how long the shareholder held his or her Fund shares. A portion of the dividends the Fund pays to individuals may be ‘‘qualified dividend income’’ (‘‘QDI’’) and thus eligible for the preferential rates, mentioned above, that apply to net capital gain. QDI is the aggregate of dividends the Fund receives on shares of most domestic corporations (excluding most distributions from REITs) and certain foreign corporations with respect to which the Fund satisfies certain holding period and other restrictions. To be eligible for those rates, a shareholder must meet similar restrictions with respect to his or her Fund shares.
A portion of the dividends the Fund pays may also be eligible for the dividends-received deduction allowed to corporations (“DRD”), subject to similar holding period and other restrictions, but the eligible portion may not exceed the aggregate dividends the Fund receives from domestic corporations only.
The Fund does not expect a substantial part of its dividends to qualify as QDI or be eligible for the DRD.
A shareholder may realize a taxable gain or loss when selling shares. That gain or loss is treated as a short-term or long-term capital gain or loss, depending on how long the shares were held. Any capital gain an individual shareholder recognizes on a sale of Fund shares that have been held for more than one year will qualify for the 15% and 20% tax rates mentioned above.
An individual must pay a 3.8% tax on the lesser of (1) the individual’s ‘‘net investment income,’’ which generally includes distributions the Fund pays and net gains realized on the sale or exchange of Fund shares, or (2) the excess of the individual’s ‘‘modified adjusted gross income’’ over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers). This tax is in addition to any other taxes due on that income. A similar tax applies to estates and trusts. Shareholders should consult their own tax advisers regarding the effect, if any, this tax may have on their investment in Fund shares.
Each year, the Fund’s shareholders will receive tax information regarding Fund distributions and dispositions of Fund shares to assist them in preparing their income tax returns.
The foregoing is only a summary of some of the important federal income tax considerations that may affect Fund shareholders, who should consult their tax advisers regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Fund.
Taxes
on Creations and Redemptions of Creation Units
A person who purchases a Creation Unit by exchanging securities in-kind generally
will recognize a gain or loss equal to the difference between (i) the sum of the market value of the Creation Units at the time of the
exchange and any net amount of cash received by the Authorized Participant in the exchange and (ii) the sum of the purchaser’s
aggregate basis in the securities surrendered and any net amount of cash paid for the Creation Units. A person who redeems Creation Units
and receives securities in-kind from the Fund will generally recognize a gain or loss equal to the difference between the redeemer’s
basis in the Creation Units, and the aggregate market value of the securities received and any net cash received. The IRS, however, may
assert that a loss realized upon an in-kind exchange of securities for Creation Units or an exchange of Creation Units for securities
cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant
change in economic position. Persons effecting in-kind creations or redemptions should consult their own tax adviser with respect to these
matters.
The Fund has the right to reject an order for Creation Units if the purchaser (or a group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant to section 351 of the Internal Revenue Code, the Fund would have a basis in the deposit securities different from the market value of such securities on the date of deposit. The Fund also has the right to require information necessary to determine beneficial share ownership for purposes of the 80% determinations.
Additional Information
The Fund’s Board oversees generally the operations of the Fund. The Trust enters into contractual arrangements with various parties, including among others, the Fund’s manager, sub-advisor(s), custodian, transfer agent, and accountants, who provide services to the Fund. Shareholders are not parties to any such contractual arrangements, and those contractual arrangements are not intended to create in any shareholder any right to enforce them directly against the service providers or to seek any remedy under them directly against the service providers.
This Prospectus provides information concerning the Fund that you should consider in determining whether to purchase Fund shares. Neither this Prospectus nor the SAI is intended, or should be read, to be or create an agreement or contract between the Trust or the Fund and any investor, or to create any rights in any shareholder or other person other than any rights under federal or state law that may not be waived. Nothing in this Prospectus, the SAI or the Fund’s reports to shareholders is intended to provide investment advice and should not be construed as investment advice.
Distribution Plan
The Fund has adopted a Distribution Plan in accordance with Rule 12b-1 under the Investment Company Act, which allows the Fund to pay distribution and other fees for the sale of Fund shares and for other services provided to shareholders. The Plan also authorizes the use of any fees received by the Manager in accordance with the Management Agreement, and any fees received by the sub-advisor pursuant to its Investment Advisory Agreement, to be used for the sale and distribution of Fund shares. The Plan provides that the shares of the Fund may pay up to 0.25% per annum of the average daily net assets
20Prospectus – Additional Information
attributable to the shares, to the Manager (or another entity approved by the Board). Because these fees would be paid out of the Fund’s assets on an ongoing basis, over time these fees would increase the cost of your investment and may cost you more than paying other types of sales charges. There is no present intention of Fund shares paying, accruing, or incurring any Rule 12b-1 fees and Fund shares will not pay, accrue or incur any Rule 12b-1 fees until such time as approved by the Fund’s Board of Trustees.
Portfolio Holdings
Each day the Fund is open for business, the Trust publicly disseminates the Fund’s full portfolio holdings as of the close of business on the previous day through the Fund’s website at www.americanbeaconfunds.com. A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s SAI, which you may also access on the Fund’s website at www.americanbeaconfunds.com or by calling 1-833-471-3562 to request a free copy.
Delivery of Documents
The summary prospectus and Annual Shareholder Report for the fiscal year ended April 30, 2025 are available, and the Semi-Annual Shareholder Report for the Fund’s fiscal period ended July 31, 2025 and Annual Shareholder Report for the Fund’s fiscal year ending January 31, 2026 will be available, online at www.americanbeaconfunds.com/reports. If you are interested in electronic delivery of the Fund’s summary prospectus, please go to www.americanbeaconfunds.com and click on ‘‘Quick Links’’ and then ‘‘Register for E-Delivery.’’
To reduce expenses, your financial institution may mail only one copy of the materials described above to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
Prospectus – Additional Information21
Financial Highlights
The financial highlights table is intended to help you understand the Fund’s financial performance for the past five fiscal years or, if shorter the period of the Fund’s operations. Certain information reflects financial results for a single Fund share. The total returns in the Fund’s table represent the rate that an investor would have earned (or lost) on an investment in that Fund (assuming reinvestment of all dividends and other distributions). The financial highlights for periods prior to April 14, 2025, represent the financial history of the Fund’s Predecessor Fund. The Predecessor Fund was acquired by the Fund in a reorganization on April 11, 2025. The information for the fiscal year ended April 30, 2024 and the period ended April 30, 2023 was audited by the Predecessor Fund’s independent registered public accounting firm, Cohen & Company, Ltd., whose report, along with further detail on the Predecessor Fund’s financial statements, are included in the Predecessor Fund’s Annual Shareholder Reports, which are available upon request by calling 1-866-214-2234. The information in the financial highlights for the fiscal year ended April 30, 2025, has been derived from the Fund’s financial statements audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, is included in the Fund’s annual Form N-CSR for the fiscal year ended April 30, 2025, which you may obtain upon request by calling 1-833-471-3562.
American Beacon Ionic Inflation Protection ETFSM |
|
|
|
(For a share outstanding throughout the period) |
Year Ended April 30, 2025 |
Year Ended April 30, 2024 |
June 28, 2022A to April 30, 2023 |
Net asset value, beginning of period |
$20.01 |
$19.58 |
$20.00 |
Income (loss) from investment operations: |
|
||
Net investment incomeB |
0.81 |
0.82 |
0.69 |
Net gains (losses) on investments (both realized and unrealized) |
(0.29) |
0.71 |
(0.55) |
Total income from investment operations |
0.52 |
1.53 |
0.14 |
Less distributions: |
|
||
Dividends from net investment income |
(1.07) |
(1.11) |
(0.49) |
Tax return of capital |
— |
— |
(0.08) |
Total distributions |
(1.07) |
(1.11) |
(0.57) |
ETF transaction fees per shareB |
0.01 |
0.01 |
0.01 |
Net asset value, end of period |
$19.47 |
$20.01 |
$19.58 |
Total returnC |
2.81% |
8.16% |
0.71%D |
Ratios and supplemental data: |
|
||
Net assets, end of period |
$10,224,317 |
$14,504,555 |
$9,790,362 |
Ratios to average net assets: |
|
||
Expenses, before reimbursements and/or recoupments |
0.70% |
0.71% |
0.74%E |
Expenses, net of reimbursements and/or recoupments |
0.70% |
0.71%F |
0.74%E F |
Net investment income, before expense reimbursements and/or recoupments |
4.16% |
4.19% |
4.18%E |
Net investment income, net of reimbursements and/or recoupments |
4.16% |
4.19% |
4.18%E |
Portfolio turnover rateG |
114% |
336% |
339%D |
| A | Commencement of operations of the predecessor fund. |
| B | Per share amounts have been calculated using the average shares method. |
| C | Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. May include adjustments in accordance with U.S. GAAP and as such, the net asset value for reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. |
| D | Not annualized. |
| E | Annualized. |
| F | Includes non-operating expenses. The expenses, net of reimbursements or recoupments ratio excluding non-operating expenses is 0.70% for the year ended 2024 and the period ended 2023, respectively. |
| G | Excludes the impact of in-kind transactions. |
22Prospectus – Additional Information
Additional Information
Additional information about the Fund is found in the documents listed below. Request a free copy of these documents by calling 1-833-471-3562 or you may access them on the Fund’s website at www.americanbeaconfunds.com.
Annual Shareholder Report/Semi-Annual Shareholder Report and Form N-CSR
The Fund’s Annual and Semi-Annual Shareholder Reports and Form N-CSR, as available, include or will include additional information about the Fund’s investments. The Fund’s Annual Shareholder Report also includes a discussion by the Manager of market conditions and investment strategies that materially affected the Fund’s performance during the reporting period. The Form N-CSR includes or will include the Fund’s annual and semi-annual financial statements, as well as the report of the Fund’s independent registered public accounting firm in the annual financial statements. Reports are available approximately 60 days after the Fund passes its first annual and semi-annual reporting periods.
SAI
The SAI contains more details about the Fund and its investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the SEC.
To obtain more information about the Fund, such as the Fund’s financial statements, or to request a copy of the documents listed above:
|
By Telephone: |
Call |
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By Mail: |
American
Beacon Select Funds |
|
By E-mail: |
|
|
On the Internet: |
Visit
our website at www.americanbeaconfunds.com |
The SAI and other information about the Fund are available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to [email protected], or by writing to the SEC’s Public Reference Section, 100 F Street, NE, Washington, D.C. 20549-1520. The SAI and other information about the Fund may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
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American Beacon is a registered service mark of American Beacon Advisors, Inc. American Beacon Select Funds and American Beacon Ionic Inflation Protection ETF are service marks of American Beacon Advisors, Inc. |
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SEC File Number 811-09603
Appendix A
GLOSSARY
Advisers Act |
Investment Advisers Act of 1940, as amended | |
American Beacon or Manager |
American Beacon Advisors, Inc. | |
Board |
Board of Trustees | |
Capital Gains Distributions |
Distributions of realized net capital gains | |
CFTC |
Commodity Futures Trading Commission | |
CPO |
Commodity Pool Operator | |
Deflation |
The general decline in the price level of goods and services. | |
Denial of Services |
A cybersecurity incident that results in shareholders or service providers being unable to access electronic systems | |
Distributor |
Foreside Financial Services, LLC | |
Dividends |
Distributions from the Fund’s net investment income | |
DRD |
Dividends-received deduction | |
ETF |
Exchange-traded Fund |
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EU |
European Union | |
Exchange |
NYSE Arca, Inc., a national securities exchange on which shares of the Fund are listed | |
Forwards |
Foreign Currency Forward Contracts | |
Internal Revenue Code |
Internal Revenue Code of 1986, as amended | |
Investment Company Act |
Investment Company Act of 1940, as amended | |
IRA |
Individual Retirement Account | |
IRS |
Internal Revenue Service | |
Management Agreement |
The Fund’s Management Agreement with the Manager | |
NAV |
Fund’s net asset value | |
NDF |
Non-deliverable foreign currency forward contract | |
NYSE |
New York Stock Exchange | |
Other Distributions |
Distributions of net gains from foreign currency transactions | |
OTC |
Over-the-Counter | |
QDI |
Qualified Dividend Income | |
REIT |
Real Estate Investment Trust | |
RIC |
Regulated Investment Company | |
SAI |
Statement of Additional Information | |
SEC |
Securities and Exchange Commission | |
Select Funds or Trust |
American Beacon Select Funds | |
State Street |
State Street Bank and Trust Company | |
Swaptions |
Options taken on Interest Rate Swaps | |
TIPS |
Treasury Inflation-protected Securities | |
UK |
United Kingdom | |
Prospectus – AppendixA-1
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September 1, 2025
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Ticker
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American Beacon Ionic Inflation Protection ETF
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CPII
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Bank Deposit Notes. Bank deposit notes are obligations of a bank that provide an alternative to certificates of deposit. Similar to certificates of deposit, deposit notes represent bank level investment and, therefore, are senior to all holding company corporate debt. Bank deposit notes rank junior to domestic deposit liabilities of the bank and pari passu with other senior, unsecured obligations of the bank. Typically, bank deposit notes are not insured by the Federal Deposit Insurance Corporation or any other insurer.
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Bankers’ Acceptances. Bankers’ acceptances are short-term credit instruments designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset, or it may be sold in the secondary market at the going rate of discount for a specific maturity. Most acceptances have maturities of six months or less. Bankers’ acceptances rank junior to domestic deposit liabilities of the bank and pari passu with other senior, unsecured obligations of the bank.
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Bearer Deposit Notes. Bearer deposit notes, or bearer bonds, are bonds or debt securities that entitle the holder of the document to ownership or title in the deposit. Such notes are typically unregistered, and whoever physically holds the bond is presumed to be the owner of the instrument. Recovery of the value of a bearer bond in the event of its loss or destruction usually is impossible. Interest is typically paid upon presentment of an interest coupon for payment.
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CDs. CDs are negotiable certificates issued against funds deposited in an eligible bank (including its domestic and foreign branches, subsidiaries and agencies) for a definite period of time and earning a specified rate of return. U.S. dollar denominated CDs issued by banks abroad are known as Eurodollar CDs. CDs issued by foreign branches of U.S. banks are known as Yankee CDs.
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Commercial Paper. Commercial paper is a short-term debt security issued by a corporation, bank, municipality, or other issuer, usually for purposes such as financing current operations. The Fund may invest in commercial paper that cannot be resold to the public without an effective registration statement under the Securities Act. While some restricted commercial paper normally is deemed illiquid, in certain cases it may be deemed liquid.
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Government Money Market Funds. The Fund may invest cash balances in money market funds that are registered as investment companies under the Investment Company Act, including money market funds that are advised by the Manager. Money market funds invest in highly-liquid, short-term instruments, which include cash and cash equivalents, and debt securities with high credit ratings and short-term maturities, such as U.S. Treasuries. A “government money market fund” is required to invest at least 99.5% of its total assets in cash, U.S. government securities, and/or repurchase agreements that are fully collateralized by government securities or cash. Government securities include any security issued or guaranteed as to principal or interest by the U.S. government and its agencies or instrumentalities. By investing in a money market fund, the Fund becomes a shareholder of that money market fund. As a result, Fund shareholders indirectly bear their proportionate share of the expenses of the money market funds in which the Fund invests in addition to any fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These expenses may include, for example, advisory and administrative fees, including advisory fees charged by the Manager to any applicable money market funds advised by the Manager. These other fees and expenses are reflected in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Shareholders also would be exposed to the risks associated with money market funds and the portfolio investments of such money market funds, including that a money market fund’s yield will be lower than the return that the Fund would have derived from other investments that would provide liquidity. Although a money market fund is designed to be a relatively low risk investment, it is not free of risk. Despite the short maturities and high credit quality of a money market fund’s investments, increases in interest rates and deteriorations in the credit quality of the instruments the money market fund has purchased can cause the price of a money market security to decrease and may reduce the money market fund’s yield. In addition, a money market fund is subject to the risk that the value of an investment may be eroded over time by inflation. Factors that could adversely affect the value of a money market fund’s shares include, among other things, a sharp rise in interest rates, an illiquid market for the securities held by the money market fund, a high volume of redemption activity in a money market fund’s shares, and a credit event or credit rating downgrade affecting one or more of the issuers of securities held by the money market fund. There can be no assurance that a money market fund will maintain a $1.00 per share net asset value (“NAV”) at all times.
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Government Obligations. Government obligations may include U.S. Treasury securities, Treasury inflation-protected securities, and other debt instruments backed by the full faith and credit of the United States, or debt obligations of U.S. Government-sponsored entities.
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Repurchase Agreements. Repurchase agreements are agreements pursuant to which the Fund purchases securities from a bank that is a member of the Federal Reserve System (or a foreign bank or U.S. branch or agency of a foreign bank), or from a securities dealer, that agrees to repurchase the securities from the Fund at a higher price on a designated future date. Repurchase agreements generally are for a short period of time, usually less than a week. Costs, delays, or losses could result if the selling party to a repurchase agreement becomes bankrupt or otherwise defaults.
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Short-term Corporate Debt Securities. Short-term corporate debt securities are securities and bonds issued by corporations with shorter terms to maturity. Corporate securities generally bear a higher risk than U.S. government bonds.
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Time Deposits. Time deposits, also referred to as “fixed time deposits,” are non-negotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate. Time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a time deposit to a third party, although there is no market for such deposits.
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Options. The Fund may purchase and sell put options and call options, each a type of derivative instrument, on securities and foreign currencies. A call option is “covered” if the Fund simultaneously holds an equivalent position in the security underlying the option. Where the underlying security is a convertible bond, the call option is considered to be uncovered until the option is exercised.
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An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). The writer of an option has the obligation upon exercise of the option to deliver or pay the value of the underlying security or currency upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security or currency.
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When the Fund writes a call option, it is obligated to sell a security to a purchaser at a specified price at any time until a certain date if the purchaser decides to exercise the option. The Fund will receive a premium for writing a call option. So long as the obligation of the call option continues, the Fund may be assigned an exercise notice, requiring it to deliver the underlying security against payment of the exercise price. The Fund may be obligated to deliver securities underlying an option at less than the market price. By writing a covered call option, the Fund forgoes, in exchange for the premium less the commission (“net premium”), the opportunity to profit during the option period from an increase in the market value of the underlying security or currency above the exercise price. If a call option that the Fund has written expires unexercised, the Fund will realize a gain in the amount of the premium; however, that gain may be offset by a decline in the market value of the underlying security during the option period. If a call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security.
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When the Fund writes a put option, it is obligated to acquire a security at a certain price at any time until a certain date if the purchaser decides to exercise the option. The Fund will receive a premium for writing a put option. By writing a put option, the Fund, in exchange for the net premium received, accepts the risk of a decline in the market value of the underlying security or currency below the exercise price. The Fund may terminate its obligation as the writer of a call or put option by purchasing a corresponding option with the same exercise price and expiration date as the option previously written. If a put option that the Fund has written expires unexercised, the Fund will realize a gain in the amount of the premium. When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section of the Fund’s Statement of Assets and Liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked to market to reflect the current market value of the option written. The current market value of a traded option is the last sale price or, in the absence of a sale, the mean between the closing bid and asked price. If an option expires unexercised on its stipulated expiration date or if the Fund enters into a closing purchase transaction, the Fund will realize a gain (or loss if the cost of a closing purchase transaction exceeds the premium received when the option was sold), and the deferred credit related to such option will be eliminated.
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A closing purchase transaction for exchange-traded options may be made only on a national securities exchange. It is impossible to predict the volume of trading that may exist in such options, and there can be no assurance that viable exchange markets will develop or continue. There is no assurance that a liquid secondary market on an exchange will exist for a particular option, or at any particular time, and for some options, such as
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OTC options, no secondary market on an exchange may exist. The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the option markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying securities markets that cannot be reflected in the option markets. The Fund may use NDOs, which are foreign exchange products designed to assist in reducing the foreign exchange risk, in particular situations when physical delivery of the underlying currencies is not required or not possible.
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Swaptions. Swaptions are options to enter into a swap agreement. The purchaser of a swaption pays a premium for the option and obtains the right, but not the obligation, to enter into an underlying swap on predetermined terms at a future date. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. Depending on the terms of the particular option agreement, the Fund generally will incur a greater degree of risk when it writes a swaption than when it purchases a swaption. When a Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised.
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Swap Agreements. A swap is a transaction in which the Fund and a counterparty agree to pay or receive payments at specified dates based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps) or the performance of specified securities or indices based on a specified amount (the “notional” amount). Nearly any type of derivative, including forward contracts, can be structured as a swap. See “Derivatives” for a further discussion of derivatives risks. Swap agreements can be structured to provide exposure to a variety of different types of investments or market factors. For example, in an interest rate swap, fixed-rate payments may be exchanged for floating rate payments; in a currency swap, U.S. dollar-denominated payments may be exchanged for payments denominated in a foreign currency; and in a total return swap, payments tied to the investment return on a particular asset, group of assets or index may be exchanged for payments that are effectively equivalent to interest payments or for payments tied to the return on another asset, group of assets, or index. Swaps may have a leverage component, and adverse changes in the value or level of the underlying asset, reference rate or index can result in gains or losses that are substantially greater than the amount invested in the swap itself. Some swaps currently are, and more in the future will be, centrally cleared. Swaps that are centrally-cleared are exposed to the creditworthiness of the clearing organizations (and, consequently, that of their members - generally, banks and broker-dealers) involved in the transaction. For example, an investor could lose margin payments it has deposited with the clearing organization as well as the net amount of gains not yet paid by the clearing organization if it breaches its agreement with the investor or becomes insolvent or goes into bankruptcy. In the event of bankruptcy of the clearing organization, the investor may be able to recover only a portion of the net amount of gains on its transactions and of the margin owed to it, potentially resulting in losses to the investor. Swaps that are not centrally cleared involve the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. If a counterparty’s creditworthiness declines, the value of the swap might decline, potentially resulting in losses to the Fund. Changing conditions in a particular market area, whether or not directly related to the referenced assets that underlie the swap agreement, may have an adverse impact on the creditworthiness of a counterparty. To mitigate this risk, the Fund will only enter into swap agreements with counterparties considered by the sub-advisor to present minimum risk of default, and the Fund normally obtains collateral to secure its exposure. Swaps involve the risk that, if the swap declines in value, additional margin would be required to maintain the margin level. The seller may require the Fund to deposit additional sums to cover this, and this may be at short notice. If additional margin is not provided in time, the seller may liquidate the positions at a loss, which may cause the Fund to owe money to the seller. The centrally cleared and OTC swap agreements into which the Fund enters normally provide for the obligations of the Fund and its counterparty in the event of a default or other early termination to be determined on a net basis. Similarly, periodic payments on a swap transaction that are due by each party on the same day normally are netted. The use of swap agreements requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Swaps may be considered illiquid investments, and the Fund may be unable to sell a swap agreement to a third party at a favorable price. The Fund may invest in the following types of swaps:
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Interest Rate and Inflation Swaps. In an interest rate swap, the parties exchange payments based on fixed or floating interest rates multiplied by a hypothetical or “notional” amount. For example, one party might agree to pay the other a specified fixed rate on the notional amount in exchange for recovering a floating rate on that notional amount. Interest rate swap agreements entail both interest rate risk and counterparty risk. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. There is a risk that based on movements of interest rates, the payments made under a swap agreement will be greater than the payments received. The Fund may also invest in inflation swaps, where an inflation rate index is used in place of an interest rate index.
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ETFs. The Fund may purchase shares of ETFs. ETFs trade like a common stock and passive ETFs usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, the Fund would purchase passive ETF shares to obtain exposure to all or a portion of the stock or bond market. As a shareholder of an ETF, the Fund would be subject to its ratable share of the ETF’s expenses, including its advisory and administration expenses. An investment in an ETF generally presents the same primary risks as an investment in a conventional mutual fund (i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF decline in value. In addition, ETFs are subject to the following risks that do not apply to conventional mutual funds: (1) the market price of the ETF’s shares may trade at a discount or premium to their NAV per share; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.
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Government Money Market Funds. The Fund can invest free cash balances in registered open-end investment companies regulated as government money market funds under the Investment Company Act, to provide liquidity or for defensive purposes. (See “Cash Equivalents and Other Short-Term Investments – Government Money Market Funds” above.)
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| 1 | Purchase or sell real estate or real estate limited partnership interests, provided, however, that the Fund may dispose of real estate acquired as a result of the ownership of securities or other instruments and invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein when consistent with the other policies and limitations described in the Prospectus. |
| 2 | Invest in physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling foreign currency, options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars, securities on a forward-commitment or delayed-delivery basis, and other similar financial instruments or commodity pools or other entities that purchase and sell commodities and commodity contracts). |
| 3 | Engage in the business of underwriting securities issued by others, except to the extent that, in connection with the disposition of securities, the Fund may be deemed an underwriter under federal securities law. |
| 4 | Lend any security or make any other loan except (i) as otherwise permitted under the Investment Company Act, (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff, (iii) through the purchase of a portion of an issue of debt securities in accordance with the Fund’s investment objective, policies and limitations, or (iv) by engaging in repurchase agreements. |
| 5 | Issue any senior security except as otherwise permitted (i) under the Investment Company Act or (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff. |
| 6 | Borrow money, except as otherwise permitted under the Investment Company Act or pursuant to a rule, order or interpretation issued by the SEC or its staff, including (i) as a temporary measure, (ii) by entering into reverse repurchase agreements, and (iii) by lending portfolio securities as collateral. For purposes of this investment limitation, the purchase or sale of options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars and other similar financial instruments and margin deposits, security interests, liens and collateral arrangements with respect to such instruments shall not constitute borrowing. |
| 7 | Invest more than 25% of its total assets in the securities of companies primarily engaged in any particular industry or group of industries provided that this limitation does not apply to: (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities; and (ii) tax-exempt securities issued by municipalities or their agencies and authorities. |
| 1 | prior to the opening of regular trading on the Exchange, a complete list of holdings as of the close of the prior business day that will form the basis of the Fund’s next net asset value calculation (available at www.americanbeaconfunds.com); |
| 2 | through the facilities of the National Securities Clearing Corporation (“NSCC”) prior to the opening of trading on each business day, a list of the Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to the Fund to settle purchases of the Fund (i.e., Deposit Securities) (as defined below) or that Authorized Participants would receive from the Fund to settle redemptions of the Fund (i.e., Fund Securities) (as defined below) (publicly available on financial data websites). |
| 3 | a complete list of holdings for the Fund as of the end of each fiscal quarter in publicly available filings of Form N-PORT with the SEC within sixty days of the end of the fiscal quarter (available on the SEC’s website at www.sec.gov); and |
| 4 | a complete list of holdings for the Fund on an annual and semi-annual basis within seventy days of the end of each fiscal semi-annual period in publicly available filings of Form N-CSR with the SEC (available on the SEC’s website at www.sec.gov and on the Fund’s website at www.americanbeaconfunds.com). |
Occasionally, certain interested parties — including individual investors, institutional investors, market participants, third-party service providers, and others — may request portfolio holdings information that has not yet been publicly disclosed by the Fund. The Fund’s policy is to control the disclosure of nonpublic portfolio holdings information in an attempt to prevent parties from utilizing such information to engage in trading activity harmful to Fund shareholders. To this end, the Board has adopted a Holdings Policy. The purpose of the Holdings Policy is to define those interested parties who are authorized to receive nonpublic portfolio holdings information on a selective basis and to set forth conditions upon which such information may be provided. In general, nonpublic portfolio holdings may be disclosed on a selective basis only when it is determined that: (i) there is a legitimate business purpose for the information; (ii) recipients are subject to a duty of confidentiality, including a duty not to trade on the nonpublic information; and (iii) disclosure is in the best interests of Fund shareholders. The Holdings Policy does not restrict the Fund from disclosing that a particular security is not a holding of the Fund. The Holdings Policy is summarized below.
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Service Provider
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Service
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Holdings Access
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Manager
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Investment management and administrator
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Complete list on intraday basis with no lag
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Sub-Advisor
|
Investment management
|
Holdings under sub-advisor’s management on intraday basis with no lag
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Depository Trust Company (“DTC”)
|
Securities depository
|
Complete list on daily basis with no lag
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Foreside Financial Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (doing business as ACA Group) (“Distributor”)
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Fund’s principal underwriter
|
Complete list on daily basis with no lag
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Kurtosys
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Service Provider to the Manager
|
Partial list on a periodic basis with lag
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National Securities Clearing Corporation (“NSCC”)
|
Clearing agency
|
Complete list on daily basis with no lag
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State Street Bank and Trust Co. (“State Street”) and its designated foreign sub-custodians
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Securities lending agent for Funds that participate in securities lending, Fund’s custodian and foreign custody manager; sub-administrator, fund administration service provider, and foreign sub-custodians; Fund’s transfer agent
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Complete list on intraday basis with no lag
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Name and Year of Birth*
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Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
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Position and Length of Time Served on the American Beacon Institutional Funds Trust
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Principal Occupation(s) and Directorships During Past 5 Years
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INTERESTED TRUSTEE
|
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Eugene J. Duffy
(1954)** |
Trustee since 2008
|
Trustee since 2017
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Capital Formation and Currency Solutions, Mesirow Financial Administrative Corporation: Managing Director (2016-Present);
American Beacon Sound Point Enhanced Income Fund: Trustee (2018–2021);
American Beacon Apollo Total Return Fund: Trustee (2018–2021)
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Name and Year of Birth*
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Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
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Position and Length of Time Served on the American Beacon Institutional Funds Trust
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Principal Occupation(s) and Directorships During Past 5 Years
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NON-INTERESTED TRUSTEES
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Gilbert G. Alvarado
(1969) |
Trustee since 2015
|
Trustee since 2017
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The Conrad Prebys Foundation: Chief Financial Officer (2022-Present);
Sierra Health Foundation (health conversion private foundation): Executive Vice President & CCO (2022); Senior Vice President & CFO (2012-2022); CFO (2006-2011);
Sierra Health Foundation - Center for Health Program Management (California public benefit corporation): Senior Vice President & CFO (2012- 2022);
SJVIIF, LLC (impact investment fund): President (2018-2022);
American Beacon Sound Point Enhanced Income Fund: Trustee (2018–2021);
American Beacon Apollo Total Return Fund: Trustee (2018–2021).
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Gerard J. Arpey
(1958) |
Trustee since 2012
|
Trustee since 2017
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Emerald Creek Group (private equity firm): Partner (2011-Present); S.C. Johnson & Son, Inc. (privately held company): Director (2008-present);
The Home Depot, Inc.: Director (2015-Present);
American Beacon Sound Point Enhanced Income Fund: Trustee (2018–2021);
American Beacon Apollo Total Return Fund: Trustee (2018–2021).
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Claudia A. Holz
(1957) |
Trustee since 2018
|
Trustee since 2018
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Blue Owl Capital, Inc.: Independent Director (2021-Present);
American Beacon Sound Point Enhanced Income Fund: Trustee (2018–2021);
American Beacon Apollo Total Return Fund: Trustee (2018–2021)
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Douglas A. Lindgren
(1961) |
Chair since 2025
Trustee since 2018 |
Chair since 2025
Trustee since 2018 |
JLL Income Property Trust: Director (2022-Present);
American Beacon Sound Point Enhanced Income Fund: Trustee (2018–2021);
American Beacon Apollo Total Return Fund: Trustee (2018–2021).
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Barbara J. McKenna
(1963) |
Trustee since 2012
|
Trustee since 2017
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Longfellow Investment Management Company: Managing Principal (2005-Present, President since 2009);
External Diversity Council of the Federal Reserve Bank of Boston: Member (2015-2023);
United States Tennis Association: Board Advisor (2021-Present);
American Beacon Sound Point Enhanced Income Fund: Trustee (2018–2021);
American Beacon Apollo Total Return Fund: Trustee (2018–2021).
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Janet C. Smith
(1965) |
Trustee since 2025
|
Trustee since 2025
|
Putnam Investments, LLC and Putnam Management: Head of Fund Administration Services (2011–2024);
Putnam Funds Complex (Approximately 105 Funds): Vice President, Principal Financial Officer (2016-2024), Principal Accounting Officer and Assistant Treasurer (2008-2024), Putnam Ombudsman (2016-2024).
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Paul Zemsky
(1962) |
Trustee since 2025
|
Trustee since 2025
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Focus Consulting Group: Consulting Partner: (2024-Present);
ML Tech (Crypto Fund-of-Funds): Strategic Advisor: (2024-Present);
Voya Investment Management: Senior Managing Director, Chief Investment Officer, Multi-Asset Strategies and Solutions (2007–2023); Head of Derivative Strategy and Risk Management, General Account (2005-2006).
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| * | The Board has adopted a retirement policy that requires Trustees to retire no later than the last day of the calendar year in which they reach the age of 75. |
| ** | Mr. Duffy is deemed to be an “interested person” of the Trust, as defined by the Investment Company Act of 1940, as amended, by virtue of his position with Mesirow Financial, Inc., a broker-dealer. |
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INTERESTED TRUSTEE
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American Beacon Select Funds
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Duffy
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American Beacon Ionic Inflation Protection ETF
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None
|
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Aggregate Dollar Range of Equity Securities in all Trusts (30 Funds as of December 31, 2024)
|
Over $100,000
|
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NON-INTERESTED TRUSTEES
|
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American Beacon Select Funds
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Alvarado
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Arpey
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Holz
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Lindgren
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McKenna
|
Smith
|
Zemsky
|
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American Beacon Ionic Inflation Protection ETF
|
None
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None
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None
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None
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None
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None
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None
|
|
Aggregate Dollar Range of Equity Securities in all Trusts (30 Funds as of December 31, 2024)
|
Over $100,000
|
Over $100,000
|
Over $100,000
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Over $100,000
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Over $100,000
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None
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None
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The following table shows estimated compensation (excluding reimbursements) that will be paid by the Trusts to each Trustee for the period April 14, 2025 through January 31, 2026.1
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||
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Name of Trustee
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Aggregate Compensation From the Trust
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Total Compensation From the Trusts
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INTERESTED TRUSTEE
|
||
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Eugene J. Duffy
|
$6,450
|
$168,000
|
|
NON-INTERESTED TRUSTEES
|
||
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Gilbert G. Alvarado
|
$7,170
|
$186,750
|
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Joseph B. Armes2
|
$2,494
|
$65,000
|
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Gerard J. Arpey
|
$6,853
|
$178,500
|
|
Claudia A. Holz
|
$7,170
|
$186,750
|
|
Douglas A. Lindgren
|
$8,005
|
$208,500
|
|
Barbara J. McKenna
|
$6,450
|
$168,000
|
|
Janet C. Smith3
|
$3,993
|
$104,000
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Paul Zemsky3
|
$3,993
|
$104,000
|
| 1 | The Fund commenced operations on April 14, 2025. Accordingly, the table reflects estimated compensation for the period April 14, 2025 – January 31, 2026. |
| 2 | Mr. Armes received compensation from the Trusts up to his retirement from the Board on June 5, 2025. Mr. Armes was not eligible for the benefits afforded to Eligible Trustees who served on the Board prior to September 12, 2008 as described below. |
| 3 | Ms. Smith and Mr. Zemsky were not Trustees prior to August 18, 2025. Accordingly, the table reflects estimated compensation for Ms. Smith and Mr. Zemsky for the period August 18, 2025 – January 31, 2026. |
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Name and Year of Birth
|
Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
|
Position and Length of Time Served on the American Beacon Institutional Funds Trust
|
Principal Occupation(s) and Directorships During Past 5 Years
|
|
OFFICERS
|
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Gregory Stumm
(1981) |
President
since June 2024 Vice President
2022-2024 |
President
since June 2024 Vice President
2022-2024 |
American Beacon Advisors, Inc.: Director (June 2024-Present), President (June 2024-Present), Chief Executive Officer (June 2024-Present), Senior Vice President (2022-2024)
National Investment Services of America, LLC: Director (2024-Present)
Resolute Acquisition, Inc.: Director (June 2024-Present), President (June 2024-Present), Chief Executive Officer (June 2024-Present), Senior Vice President (2022-2024)
Resolute Topco, Inc.: Director (June 2024-Present), President (June 2024-Present), Chief Executive Officer (June 2024-Present)
Resolute Investment Managers, Inc.: Director (June 2024-Present), President (June 2024-Present), Chief Executive Officer (June 2024 -Present), Senior Vice President (2022-2024)
Resolute Investment Services, Inc.: Director (June 2024-2025), President (June 2024-2025), Chief Executive Officer (June 2024-2025), Senior Vice President, (2022-2024)
Resolute Investment Distributors, Inc.: President (2024-Present), Chief Executive Officer (2024-Present), Director (2022-Present), Senior Vice President (2022-2024)
RSW Investments Holdings LLC: Director (2024-2025)
Shapiro Capital Management, LLC: Director (2024-Present)
SSI Investment Management, LLC: Director (2024-Present)
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|
Name and Year of Birth
|
Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
|
Position and Length of Time Served on the American Beacon Institutional Funds Trust
|
Principal Occupation(s) and Directorships During Past 5 Years
|
|
Rosemary K. Behan
(1959) |
Vice President, Secretary and Chief Legal Officer
since 2006 |
Vice President, Secretary and Chief Legal Officer
since 2017 |
Alpha Quant Advisors, LLC: Secretary and General Counsel (2016-2020)
American Beacon Advisors, Inc.: Senior Vice President (2021-Present), Vice President (2006-2021), Secretary and General Counsel (2006-Present)
American Beacon Apollo Total Return Fund: Vice President, Secretary, and Chief Legal Officer (2018-2021)
American Beacon Cayman Managed Futures Strategy Fund, Ltd.: Secretary (2014-Present)
American Beacon Cayman Multi-Alternatives Company, Ltd.: Secretary (2023-Present)
American Beacon Cayman TargetRisk Company, Ltd: Secretary (2018-Present)
American Beacon Cayman Trend Company, Ltd.: Secretary (2023-Present)
American Beacon Sound Point Enhanced Income Fund: Vice President, Secretary, and Chief Legal Officer (2018-2021)
American Private Equity Management, LLC: Secretary (2008-2024)
Continuous Capital, LLC: Vice President and Secretary (2018-2022)
Green Harvest Asset Management, LLC: Secretary (2019-2021)
Resolute Acquisition, Inc.: Secretary (2015-Present)
Resolute Investment Distributors, Inc.: Secretary (2017-Present)
Resolute Investment Holdings, LLC: Secretary (2015-2025)
Resolute Investment Managers, Inc.: Senior Vice President (2021-Present), Vice President (2015-2021), Secretary and General Counsel (2015-Present)
Resolute Investment Services, Inc.: Senior Vice President (2021-2025), Vice President (2017-2025), Secretary and General Counsel (2017-2025)
Resolute Topco, Inc.: Secretary (2015-Present)
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|
Rebecca L. Harris
(1966) |
Vice President
2022-May 2024, June 2024-Present President
May 2024-June 2024 Assistant Secretary
2010-2022 |
Vice President
2022-2024, June 2024-Present President
May 2024-June 2024 Assistant Secretary
2017-2022 |
Alpha Quant Advisors, LLC.: Vice President (2016-2020)
American Beacon Advisors, Inc.: Chief Operating Officer (June 2024-Present), Senior Vice President (2021-May 2024, June 2024-Present), Director (May-June 2024), President (May-June 2024), Chief Executive Officer (May-June 2024), Vice President (2011-2021)
American Beacon Apollo Total Return Fund: Assistant Secretary (2018-2021)
American Beacon Sound Point Enhanced Income Fund: Assistant Secretary (2018-2021)
Continuous Capital, LLC: Vice President (2018-2022), Director (2022)
National Investment Services of America, LLC: Director (2022-Present)
Resolute Acquisition, Inc.: Senior Vice President (January 2024-May 2024, June 2024-Present), Director (May 2024-June 2024), President May 2024-June 2024), Chief Executive Officer (May 2024-June 2024)
Resolute Investment Managers, Inc.: Chief Operating Officer (June 2024-Present), Senior Vice President (2021-May 2024, June 2024-Present), Director (May-June 2024), President (May-June 2024), Chief Executive Officer (May-June 2024), Vice President (2017-2021)
Resolute Investment Services, Inc.: Senior Vice President (2021-May 2024, June 2024-2025), Director (May-June 2024), President (May-June 2024), Chief Executive Officer (May-June 2024), Vice President (2017-2021)
Resolute Topco, Inc.: Senior Vice President (January 2024-May 2024, June 2024-Present), Director (May 2024-June 2024), President (May 2024-June 2024), Chief Executive Officer (May 2024-June 2024)
RSW Investments Holdings LLC: Director (2022-Present)
Shapiro Capital Management LLC: Director (2022-Present)
SSI Investment Management LLC: Director (2022-Present)
|
|
Name and Year of Birth
|
Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
|
Position and Length of Time Served on the American Beacon Institutional Funds Trust
|
Principal Occupation(s) and Directorships During Past 5 Years
|
|
Melinda G. Heika
(1961) |
Vice President
since 2021 |
Vice President
since 2021 |
Alpha Quant Advisors, LLC: Treasurer and CFO (2016-2020)
American Beacon Advisors, Inc.: Senior Vice President (2021-Present), Treasurer and CFO (2010-Present)
American Beacon Apollo Total Return Fund: Principal Accounting Officer and Treasurer (2018-2021), Vice President (2021)
American Beacon Cayman Managed Futures Strategy Fund, Ltd.: Director (2014-Present), Vice President (2022-Present) and Treasurer (2014-2022),
American Beacon Cayman Multi-Alternatives Company, Ltd.: Director and Vice President (2023-Present)
American Beacon Cayman TargetRisk Company, Ltd.: Director and Vice President (2022-Present), and Treasurer (2018-2022)
American Beacon Cayman Trend Company, Ltd.: Director and Vice President (2023-Present)
American Beacon Funds: Principal Accounting Officer and Treasurer (2010-2021)
American Beacon Institutional Funds Trust: Principal Accounting Officer and Treasurer (2017-2021)
American Beacon Select Funds: Principal Accounting Officer and Treasurer (2010-2021)
American Beacon Sound Point Enhanced Income Fund: Principal Accounting Officer and Treasurer (2018-2021), Vice President (2021)
American Private Equity Management, L.L.C.: Treasurer (2012-2024)
Continuous Capital, LLC: Treasurer (2018-2022)
Resolute Acquisition, Inc.: Treasurer (2015-Present)
Resolute Investment Holdings, LLC: Treasurer (2015-2025)
Resolute Investment Managers, Inc.: Senior Vice President (2021-Present), Treasurer and CFO (2017-Present)
Resolute Investment Services, Inc.: Senior Vice President (2021-2025), Treasurer and CFO (2017-2025)
Resolute Topco, Inc.: Treasurer (2015-Present)
|
|
Paul B. Cavazos
(1969) |
Vice President
since 2016 |
Vice President
since 2017 |
American Beacon Advisors, Inc.: Chief Investment Officer and Senior Vice President (2016-Present)
American Beacon Apollo Total Return Fund: Vice President (2018-2021)
American Beacon Sound Point Enhanced Income Fund: Vice President (2018-2021)
American Private Equity Management, L.L.C.: Vice President (2017-2024)
|
|
Terri L. McKinney
(1963) |
Vice President
since 2010 |
Vice President
since 2017 |
Alpha Quant Advisors, LLC: Vice President (2016-2020)
American Beacon Advisors, Inc.: Senior Vice President, (2021-Present) Vice President, (2009-2021)
American Beacon Apollo Total Return Fund: Vice President (2018-2021)
American Beacon Sound Point Enhanced Income Fund: Vice President (2018-2021)
Continuous Capital, LLC: Vice President (2018-2022)
Resolute Investment Managers, Inc.: Senior Vice President (2021-Present), Vice President (2017-2021)
Resolute Investment Services, Inc.: Senior Vice President (2021-2025), Vice President (2018-2025)
Resolute Investment Distributors, Inc.: Director (2024-Present), Vice President (2024-Present)
|
|
Samuel J. Silver
(1963) |
Vice President
since 2011 |
Vice President
since 2017 |
American Beacon Advisors, Inc.: Vice President (2011-Present), Chief Fixed Income Officer (2016-Present)
American Beacon Apollo Total Return Fund: Vice President (2018-2021)
American Beacon Sound Point Enhanced Income Fund: Vice President (2018-2021)
|
|
Name and Year of Birth
|
Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
|
Position and Length of Time Served on the American Beacon Institutional Funds Trust
|
Principal Occupation(s) and Directorships During Past 5 Years
|
|
Sonia L. Bates
(1956) |
Principal Accounting Officer and Treasurer
since 2021 |
Principal Accounting Officer and Treasurer
since 2021 |
American Beacon Advisors, Inc.: Assistant Treasurer (2023-Present)
American Beacon Apollo Total Return Fund: Assistant Treasurer (2019-2021), Principal Accounting Officer and Treasurer (2021)
American Beacon Funds: Assistant Treasurer (2011-2021)
American Beacon Institutional Funds: Trust Assistant Treasurer (2017-2021)
American Beacon Cayman Managed Futures Strategy Fund, Ltd.: Treasurer (2022-Present)
American Beacon Cayman Multi-Alternatives Company, Ltd.: Treasurer (2023-Present)
American Beacon Cayman TargetRisk Company, Ltd.: Treasurer (2022-Present) and Assistant Treasurer (2018-2022)
American Beacon Cayman Trend Company, Ltd.: Treasurer (2023-Present)
American Beacon Select Funds: Assistant Treasurer (2011-2021)
American Beacon Sound Point Enhanced Income Fund: Assistant Treasurer (2018-2021), Principal Accounting Officer and Treasurer (2021)
American Private Equity Management, L.L.C.: Assistant Treasurer (2012-2024)
Resolute Investment Services, Inc: Vice President, Fund and Tax Reporting (2023-2025), Director, Fund and Tax Reporting (2011-2023)
|
|
Christina E. Sears
(1971) |
Chief Compliance Officer
since 2004 Assistant Secretary since 1999 |
Chief Compliance Officer and Assistant Secretary
since 2017 |
Alpha Quant Advisors, LLC: Chief Compliance Officer (2016-2019), Vice President (2016-2020)
American Beacon Advisors, Inc.: Chief Compliance Officer (2004-Present), Vice President (2019-Present)
American Beacon Apollo Total Return Fund: Chief Compliance Officer and Assistant Secretary (2018-2021)
American Beacon Sound Point Enhanced Income Fund: Chief Compliance Officer and Assistant Secretary (2018-2021)
American Private Equity Management, LLC: Chief Compliance Officer (2012-2024)
Continuous Capital, LLC.: Chief Compliance Officer (2018-2019), Vice President (2018-2022)
Green Harvest Asset Management, LLC: Chief Compliance Officer (2019-2021)
Resolute Investment Distributors, Inc.: Vice President (2017-Present)
Resolute Investment Managers, Inc.: Vice President (2017-Present)
Resolute Investment Services, Inc.: Vice President (2019-2025)
RSW Investments Holdings, LLC: Chief Compliance Officer (2019-Present)
Shapiro Capital Management LLC: Chief Compliance Officer (2024-Present)
|
|
Shelley L. Dyson
(1969) |
Assistant Treasurer
since 2021 |
Assistant Treasurer
since 2021 |
American Beacon Apollo Total Return Fund: Assistant Treasurer (2021)
American Beacon Cayman Managed Futures Strategy Fund, Ltd.: Assistant Treasurer (2022-Present)
American Beacon Cayman Multi-Alternatives Company, Ltd.: Assistant Treasurer (2023-Present)
American Beacon Cayman TargetRisk Company, Ltd: Assistant Treasurer (2022-Present)
American Beacon Cayman Trend Company, Ltd.: Assistant Treasurer (2023-Present)
American Beacon Sound Point Enhanced Income Fund: Assistant Treasurer (2021)
Resolute Investment Services, Inc.: Fund Tax Director (2024-2025), Fund Tax Manager (2020-2024), Manager, Tax (2014-2020)
|
|
Name and Year of Birth
|
Position and Length of Time Served on the American Beacon Funds and American Beacon Select Funds
|
Position and Length of Time Served on the American Beacon Institutional Funds Trust
|
Principal Occupation(s) and Directorships During Past 5 Years
|
|
Shelley D. Abrahams
(1974) |
Assistant Secretary
since 2008 |
Assistant Secretary
since 2017 |
American Beacon Advisors, Inc.: Assistant Secretary (April 2024-Present)
American Beacon Apollo Total Return Fund: Assistant Secretary (2018-2021)
American Beacon Cayman Managed Futures Strategy Fund, Ltd.: Assistant Secretary (2022-Present)
American Beacon Cayman Multi-Alternatives Company, Ltd.: Assistant Secretary (2023-Present)
American Beacon Cayman TargetRisk Company, Ltd: Assistant Secretary (2022-Present)
American Beacon Cayman Trend Company, Ltd.: Assistant Secretary (2023-Present)
American Beacon Sound Point Enhanced Income Fund: Assistant Secretary (2018-2021)
Resolute Investment Managers, Inc.: Assistant Secretary (April 2024-Present)
Resolute Investment Services, Inc.: Corporate Governance Manager (2023-2025), Assistant Secretary (2024-2025), Senior Corporate Governance & Regulatory Specialist (2020-2023), Corporate Governance & Regulatory Specialist (2017-2020)
|
|
Teresa A. Oxford
(1958) |
Assistant Secretary
since 2015 |
Assistant Secretary
since 2017 |
Alpha Quant Advisors, LLC: Assistant Secretary (2016-2020)
American Beacon Advisors, Inc.: Deputy General Counsel (2024-Present), Assistant Secretary (2015-Present), Associate General Counsel (2015-2024)
American Beacon Apollo Total Return Fund: Assistant Secretary (2018-2021)
American Beacon Sound Point Enhanced Income Fund: Assistant Secretary (2018-2021)
Continuous Capital, LLC.: Assistant Secretary (2020-2022)
Resolute Investment Distributors, Inc.: Assistant Secretary (2018-2021), (2024-Present)
Resolute Investment Managers, Inc.: Deputy General Counsel (2024-Present), Assistant Secretary (2017-Present), Associate General Counsel (2017-2024)
Resolute Investment Services, Inc: Deputy General Counsel (2024-2025), Assistant Secretary (2018-2025), Associate General Counsel (2018-2024)
|
|
H Bradley Vogt
(1966) |
Assistant Secretary
Since 2023* |
N/A
|
Resolute Investment Services, Inc.: Director, ETF Capital Markets (2022-2025);
USAA Life Insurance Company: Life Actuarial Associate (2019-2022).
|
| * | For the American Beacon Select Funds only. |
|
Shareholder Address
|
Fund Percentage
|
|
Wells Fargo Clearing Services LLC*
|
38.18%
|
|
1 N Jefferson Ave
|
|
|
Saint Louis, MO 63103-2254
|
|
|
Charles Schwab & Co, Inc*
|
27.16%
|
|
211 Main St
|
|
|
San Francisco, CA 94105-1905
|
|
|
JP Morgan Chase Bank NA*
|
15.45%
|
|
4 Metrotech Ctr Fl 19
|
|
|
Brooklyn, NY 11245-0004
|
|
|
National Financial Services LLC*
|
10.40%
|
|
245 Summer St
|
|
|
Boston, MA 02210-1133
|
| * | Denotes record owner of Fund shares only |
|
Ionic Capital Management® LLC (“Ionic”)
|
||
|
Controlling Person/Entity
|
Basis of Control
|
Nature of Controlling Person/Entity’s Business
|
|
Ionic Capital Management Holdings LP
|
Sole Member of Ionic Capital Management LLC
|
Financial Services
|
|
ICA Holdco LLC
|
Sole Member of Ionic Capital Advisors LLC
|
Financial Services
|
|
Controlling Person/Entity
|
Basis of Control
|
Nature of Controlling Person/Entity’s Business
|
|
Resolute Topco, Inc.
|
Ultimate Parent Company
|
Holding Company – Founded in 2015
|
|
■
|
complying with reporting requirements;
|
|
■
|
corresponding with shareholders;
|
|
■
|
maintaining internal bookkeeping, accounting and auditing services and records;
|
|
■
|
supervising the provision of services to the Trust by third parties; and
|
|
■
|
administering the interfund lending facility and lines of credit, if applicable.
|
The Manager (or another entity approved by the Board) under a Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company Act, may receive up to 0.25% per annum of the average daily net assets of the Fund for distribution and shareholder servicing related services, including expenses relating to selling efforts of various broker-dealers, shareholder servicing fees and the preparation and distribution of Fund advertising material and sales literature. No distribution fees are currently charged to the Fund and there currently are no plans to impose those fees. The Distribution Plan was adopted in order to permit the imposition of fees in the future, in the event that Rule 12b-1 fees begin to be used by ETFs. If such fees are charged in the future, because the Fund pays these fees out of assets on an ongoing basis, over time these fees may cost you more than other types of sales charges and will increase the cost of your investment in the Fund. If fees were charged under the Distribution Plan, the Manager could be authorized to receive Rule 12b-1 fees from the Fund regardless of the amount of the Manager’s actual expenses related to distribution and shareholder servicing efforts on behalf of the Fund. Thus, the Manager may realize a profit or a loss based upon its actual distribution and shareholder servicing related expenditures for the Fund. Certain sub-advisors for the ETFs in the American Beacon Funds Complex have entered into arrangements with the Manager to share a portion of the costs for distribution activities.
As compensation for services provided by the Manager in connection with securities lending activities conducted by the Fund, the lending Fund pays to the Manager, with respect to cash collateral posted by borrowers, a fee of 10% of the net monthly investment income (the income earned in the form of interest, dividends and realized capital gains from the investment of cash collateral, plus any negative rebate fees paid by borrowers, less the rebate amount paid to borrowers as well as related expenses) and, with respect to collateral other than cash, a fee up to 10% of loan fees and demand premiums paid by borrowers.
Foreside Financial Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (doing business as ACA Group) (“Foreside” or “Distributor”) is the Fund’s distributor and principal underwriter of the Fund’s shares.
The Trust issues and redeems shares of the Fund only in Creation Units on a continuous basis through the Distributor, without a sales load but subject to the transaction fees described below, at the NAV next determined after receipt, on any Business Day (as defined below), of an order in proper form. A “Business Day”, as used herein, is any day on which the New York Stock Exchange (“NYSE”) is open for business. As of the date of this SAI, the NYSE observes the following holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, but may be closed at other times. When a holiday observed by the Exchange falls on a Saturday, the Exchange will not be open for business on the preceding Friday unless unusual business conditions exist, such as the ending of a monthly or yearly accounting period.
The Basket of securities comprising a Fund Deposit and a Fund Redemption (each, as defined below) may be representative of the Fund’s portfolio holdings; or the Fund may utilize Custom Baskets provided that certain conditions are met. A “Custom Basket” is (i) a basket that is composed of a non-representative selection of the Fund’s portfolio holdings, (ii) a representative Basket that is different from the initial Basket used in transactions on the same Business Day, or (iii) a Basket that contains bespoke cash and/or security substitutions, including for a single Authorized Participant. The Trust has adopted policies and procedures that govern the construction and acceptance of Baskets, including heightened requirements for Custom Baskets. Such policies and procedures provide detailed parameters for the construction and acceptance of Custom Baskets, establish processes for revisions to, or deviations from, such parameters, and specify the titles and roles of the employees of the Manager or its affiliate, and/or sub-advisor who are required to review each Custom Basket for compliance with those parameters. In connection with the construction and acceptance of Custom Baskets, the Manager or sub-advisor (as applicable) may consider various factors, including, but not limited to: (1) whether the securities, assets and other positions comprising a Basket are consistent with the Fund’s investment objective, policies and disclosure; (2) whether the securities, assets and other positions can legally and readily be acquired, transferred and held by the Fund and/or Authorized Participant(s), as applicable; (3) whether and to what extent to utilize cash in the Basket, either in lieu of securities or other instruments or as a cash balancing amount; (4) whether the Custom Basket increases the liquidity of the Fund’s portfolio, noting that a Custom Basket may not be accepted which adversely affects the liquidity position of the Fund’s portfolio when other Basket options exist; (5) whether the use of Custom Baskets may reduce costs, increase (tax) efficiency and improve trading in Fund shares; and (6) with respect to index-based strategies, whether the securities, assets and other positions aid the Fund to track its underlying index. The policies and procedures apply different criteria to different types of Custom Baskets in order to mitigate against potential overreaching by an Authorized Participant, although there is no guarantee that such policies and procedures will be effective.
The consideration for the purchase of Creation Units of the Fund consists of an in-kind deposit of a designated portfolio of securities (“Deposit Securities”) or cash for all or any portion of such securities (“Deposit Cash”) (collectively, the “Deposit Basket”) and the “Cash Component,” which is an amount equal to the difference between the aggregate NAV of a Creation Unit and the Deposit Basket. Together, the Deposit Basket and the Cash Component constitute the “Fund Deposit.”
To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its agent an irrevocable order in proper form to purchase the Fund’s shares (a “Purchase Order”). Such Purchase Order must be received by the Distributor or its agent no later than the cut-off time designated by the Fund (the “Cutoff Time”) on any Business Day to receive the applicable day’s NAV. Investors who are not Authorized Participants and seek to place a Purchase Order for a Creation Unit through an Authorized Participant should allow sufficient time to permit proper submission of the Purchase Order to the Distributor by the Cutoff Time on the applicable Business Day. Custom Purchase Orders, if accepted by the Fund, must normally be received in proper form and accepted by the Trust at least two hours prior to Cutoff Time.
All questions as to whether a Purchase Order has been submitted in proper form and the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Fund and the Fund’s determination shall be final and binding.
A standard creation transaction fee is imposed to offset transfer and other costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the number of Creation Units purchased by the Authorized Participant on the applicable Business Day.
|
Fund
|
STANDARD TRANSACTION FEE
|
MAXIMUM VARIABLE TRANSACTION FEE*
|
|
American Beacon Ionic Inflation Protection ETF
|
$250 (In-kind basket; in-kind and cash basket)
$100 (All cash basket) |
2.00%
|
| * | As a percentage of the value of the Creation Unit(s) purchased. |
|
Fund
|
STANDARD TRANSACTION FEE
|
MAXIMUM VARIABLE TRANSACTION FEE1
|
|
American Beacon Ionic Inflation Protection ETF
|
$250 (In-kind basket; in-kind and cash basket)
$100 (All cash basket)
|
2.00%
|
| 1 | As a percentage of the value of the Creation Unit(s) redeemed. |
|
Number of Other Accounts Managed
and Assets by Account Type |
Number of Accounts and Assets for Which
Advisory Fee is Performance-Based |
|||||
|
Name of Investment Advisor and Portfolio Manager
|
Registered Investment Companies
|
Other Pooled Investment Vehicles
|
Other Accounts
|
Registered Investment Companies
|
Other Pooled Investment Vehicles
|
Other Accounts
|
|
Bart E. Baum
|
None
|
9 ($4.9 bil)
|
None
|
None
|
6 ($4.2 bil)
|
None
|
|
Doug Fincher
|
None
|
3 ($109 mil)
|
None
|
None
|
2 ($79 mil)
|
None
|
|
Daniel L. Stone
|
None
|
9 ($4.9 bil)
|
None
|
None
|
6 ($4.2 bil)
|
None
|
|
Name of Investment Advisor and Portfolio Managers
|
Ionic Inflation Protection ETF
|
|
Ionic Capital Management, LLC
|
|
|
Bart E. Baum
|
Over $1,000,000
|
|
Doug Fincher
|
$50,001-$100,000
|
|
Daniel L. Stone
|
Over $1,000,000
|
|
■
|
Derive at least 90% of its gross income each taxable year from (1) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or foreign currencies (together with Qualifying Other Income (as defined below), “Qualifying Income”), or other income, including gains from options, futures or forward contracts, derived with respect to its business of investing in securities or those currencies (“Qualifying Other Income”) and (2) net income derived from an interest in a “qualified publicly traded partnership” (“QPTP”) (“Gross Income Requirement”). A QPTP is a “publicly traded partnership” (that is, a partnership the interests in which are “traded on an established securities market” or “readily tradable on a secondary market (or the substantial equivalent thereof)” (a “PTP”)) that meets certain qualifying income requirements other than a partnership at least 90% of the gross income of which is Qualifying Income;
|
|
■
|
Diversify its investments so that, at the close of each quarter of its taxable year, (1) at least 50% of the value of its total assets is represented by cash and cash items, Government securities, securities of other RICs, and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund’s total assets and that does not represent more than 10% of the issuer’s
|
|
outstanding voting securities (equity securities of QPTPs being considered voting securities for these purposes), and (2) not more than 25% of the value of its total assets is invested in (a) the securities (other than Government securities or securities of other RICs) of any one issuer, (b) the securities (other than securities of other RICs) of two or more issuers the Fund controls (by owning 20% or more of their voting power) that are determined to be engaged in the same, similar or related trades or businesses, or (c) the securities of one or more QPTPs (“Diversification Requirements”); and
|
|
■
|
Distribute annually to its shareholders at least the sum of 90% of its investment company taxable income (generally, net investment income, the excess (if any) of net short-term capital gain over net long-term capital loss, and net gains and losses (if any) from certain foreign currency transactions, all determined without regard to any deduction for dividends paid) and 90% of its net exempt interest income (“Distribution Requirement”).
|
dividend or distribution is made. Dividends and other distributions the Fund declares in the last quarter of any calendar year that are payable to shareholders of record on a date in that quarter will be deemed to have been paid by the Fund and received by those shareholders on December 31 of that year if the Fund pays the distributions during the following January. Accordingly, those distributions will be reportable by, and taxed to, those shareholders for the taxable year in which that December 31 falls.
|
American Beacon or the Manager
|
American Beacon Advisors, Inc.
|
|
Authorized Participant
|
A DTC Participant that has entered into an Authorized Participant Agreement with the Distributor to purchase and redeem Creation Units of the Fund
|
|
Basket
|
A basket of securities which, together with a specified cash payment, or, in certain circumstances, for an all cash payment, the Fund exchanges for Creation Units
|
|
Beneficial Owners
|
Owners of beneficial interests in shares of the Fund
|
|
Board
|
Board of Trustees
|
|
Business Day
|
Any day on which the NYSE Arca is open for business
|
|
CCO
|
Chief Compliance Officer
|
|
CFTC
|
Commodity Futures Trading Commission
|
|
CPO
|
Commodity Pool Operator
|
|
Creation Unit
|
Aggregations of a specified number of shares of the Fund
|
|
Denial of Services
|
A cybersecurity incident that results in customers or employees being unable to access electronic systems
|
|
Distribution Plan
|
The Trust’s distribution plan under Rule 12b-1 under the Investment Company Act
|
|
Distributor
|
Foreside Financial Services, LLC, the principal underwriter of the Fund’s shares
|
|
Dividends
|
Distributions from the Fund’s net investment income
|
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
|
DRD
|
Dividends-received deduction.
|
|
DTC
|
The Depository Trust Company
|
|
DTC Participants
|
Participants of DTC, which include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC
|
|
ETF
|
Exchange-Traded Fund
|
|
EU
|
European Union
|
|
Exchange
|
NYSE Arca Inc., a national securities exchange on which shares of the Fund are listed
|
|
FINRA
|
Financial Industry Regulatory Authority, Inc.
|
|
Forwards
|
Foreign Currency Forward Contracts
|
|
Holdings Policy
|
Policies and Procedures for Disclosure of Portfolio Holdings
|
|
Indirect Participants
|
Organizations such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly
|
|
Internal Revenue Code
|
Internal Revenue Code of 1986, as amended
|
|
Investment Company Act
|
Investment Company Act of 1940, as amended
|
|
IRS
|
Internal Revenue Service
|
|
Management Agreement
|
The Fund’s Management Agreement with the Manager
|
|
Moody’s
|
Moody’s Investors Service, Inc.
|
|
NAV
|
Net asset value
|
|
NSCC
|
National Securities Clearing Corporation
|
|
NYSE
|
New York Stock Exchange
|
|
OTC
|
Over-the-Counter
|
|
Proxy Voting Policy
|
Proxy Voting Policy and Procedures
|
|
QDI
|
Qualified Dividend Income
|
|
RIC
|
Regulated Investment Company
|
|
S&P Global
|
S&P Global Ratings
|
|
SAI
|
Statement of Additional Information
|
|
SEC
|
Securities and Exchange Commission
|
|
|
|
|
Securities Act
|
Securities Act of 1933, as amended
|
|
State Street
|
State Street Bank and Trust Co.
|
|
Select Funds or Trust
|
American Beacon Select Funds
|
|
TIPS
|
Treasury Inflation-protected Securities
|
|
Trustee Retirement Plan
|
Trustee Retirement and Trustee Emeritus and Retirement Plan
|
|
UK
|
United Kingdom
|
PART
C
OTHER
INFORMATION
Item 28. Exhibits
|
Number |
Exhibit Description | |
|
(a) |
(1) |
Amended and Restated Declaration of Trust, dated August 27, 2024, is incorporated by reference to Post-Effective Amendment No. 50, filed November 25, 2024 (“PEA No. 50”) |
|
|
(2) |
Certificate of Designation for American Beacon AHL Liquid Trend ETF, is incorporated by reference to Post-Effective Amendment No. 43, filed August 25, 2023 (“PEA No. 43”) |
|
|
(3) |
Certificate of Designation for American Beacon AHL Trend ETF, is incorporated by reference to PEA No. 43 |
|
|
(4) |
Certificate of Designation for American Beacon GLG Natural Resources ETF, is incorporated by reference to Post-Effective Amendment No. 47, filed January 30, 2024 (“PEA No. 47”) |
|
|
(5) |
Certificate of Designation for American Beacon Ionic Inflation Protection ETF, is incorporated by reference to PEA No. 50 |
|
(b) |
|
Amended and Restated By-Laws, effective as of August 27, 2024, is incorporated by reference to PEA No. 50 |
|
(c) |
|
Rights of holders of the securities being registered are contained in Articles III, VIII, X, XI and XII of the Registrant’s Amended and Restated Declaration of Trust and Articles II, III, VI, VII and VIII of the Registrant’s Amended and Restated By-Laws |
|
(d) |
(1)(A)(i) |
Management Agreement by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated December 29, 2023, is incorporated by reference to PEA No. 47 |
|
|
(1)(A)(ii) |
First Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated January 9, 2024, is incorporated by reference to Post-Effective Amendment No. 49, filed May 24, 2024 (“PEA No. 49”) |
|
|
(1)(A)(iii) |
Second Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated January 26, 2024, is incorporated by reference to PEA No. 49 |
|
|
(1)(A)(iv) |
Third Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated February 27, 2024, is incorporated by reference to PEA No. 49 |
|
|
(1)(A)(v) |
Fourth Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated March 14, 2024, is incorporated by reference to PEA No. 49 |
|
|
(1)(A)(vi) |
Fifth Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated April 15, 2024, is incorporated by reference to PEA No. 49 |
|
|
(1)(A)(vii) |
Sixth Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated October 21, 2024, is incorporated by reference to PEA No. 50 |
|
|
(1)(A)(viii) |
Seventh Amendment to Management Agreement Schedule B by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., dated February 24, 2025, is incorporated by reference to Post-Effective Amendment No. 54, filed April 10, 2025 (“PEA No. 54”) |
|
|
(1)(A)(ix) |
|
|
|
(1)(B)(i) |
Management Agreement by and between American Beacon Select Funds and American Beacon Advisors, Inc., dated December 29, 2023, is incorporated by reference to PEA No. 47 |
|
|
(1)(B)(ii) |
First Amendment to Management Agreement by and between American Beacon Select Funds and American Beacon Advisors, Inc., dated February 1, 2024, is incorporated by reference to PEA No. 47 |
|
|
(1)(B)(iii) |
Second Amendment to Management Agreement by and between American Beacon Select Funds and American Beacon Advisors, Inc. dated March 18, 2025, is incorporated by reference to PEA No. 54 |
|
|
(1)(C) |
Management Agreement between American Beacon Cayman Trend Company, Ltd. and American Beacon Advisors, Inc., dated December 29, 2023, is incorporated by reference to PEA No. 47 |
|
|
(2)(A) |
Investment Advisory Agreement by and between American Beacon Advisors, Inc. and AHL Partners LLP, dated December 29, 2023, is incorporated by reference to PEA No. 47 |
|
|
(2)(B) |
Investment Advisory Agreement by and between American Beacon Advisors, Inc. and AHL Partners LLP with respect to American Beacon Cayman Trend Company, Ltd., dated December 29, 2023, is incorporated by reference to PEA No. 47 |
|
|
(2)(C) |
Investment Advisory Agreement by and between American Beacon Advisors, Inc. and GLG LLC, dated January 23, 2024, is incorporated by reference to PEA No. 47 |
2
|
Number |
Exhibit Description | |
|
|
(2)(D) |
Investment Advisory Agreement by and between American Beacon Advisors, Inc. and Ionic Capital Management LLC, dated March 19, 2025, is incorporated by reference to PEA No. 54 |
|
(e) |
(1)(A) |
Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., dated December 29, 2023, is incorporated by reference to PEA No. 47 |
|
|
(1)(B) |
First Amendment to Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., dated May 1, 2024, is incorporated by reference to PEA No. 49 |
|
|
(1)(C) |
Second Amendment to Distribution Agreement between American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., effective October 21, 2024, is incorporated by reference to PEA No. 50 |
|
|
(1)(D) |
Third Amendment to Distribution Agreement among American Beacon Funds, American Beacon Select Funds and Resolute Investment Distributors, Inc., effective February 18, 2025, is incorporated by reference to PEA No. 54 |
|
|
(1)(E) |
|
|
|
(2)(A) |
Distribution Agreement between American Beacon Select Funds and Foreside Financial Services, LLC, effective August 3, 2023, is incorporated by reference to Post-Effective Amendment No. 44, filed October 24, 2023 (“PEA No. 44”) |
|
|
(2)(B) |
First Amendment to Distribution Agreement between American Beacon Select Funds and Foreside Financial Services, LLC, effective February 1, 2024, is incorporated by reference to PEA No. 47 |
|
|
(2)(C) |
Second Amendment to Distribution Agreement between American Beacon Select Funds and Foreside Financial Services, LLC, effective April 14, 2025, is incorporated by reference to PEA No. 54 |
|
(f) |
|
Bonus, profit sharing or pension plans – (none) |
|
(g) |
(1) |
Custodian Agreement between Registrant and State Street Bank and Trust Company, dated December 31, 1999, is incorporated by reference to Post-Effective Amendment No. 30, filed April 25, 2018 |
|
|
(2) |
Form of Amendment to the Custodian Agreement regarding name change, dated November 30, 2001, is incorporated by reference to Post-Effective Amendment No. 3, filed November 30, 2001 |
|
|
(3) |
Amendment to Custodian Agreement to reflect amendments to Rule 17f-5 and addition of Rule 17f-7 of the 1940 Act, dated June 1, 2001, is incorporated by reference to Post-Effective Amendment No. 6, filed March 1, 2004 |
|
|
(4) |
Amendment to Custodian Agreement, dated August 23, 2023, is incorporated by reference to PEA No. 43 |
|
|
(5) |
Amendment to Custodian Agreement, dated January 18, 2024, is incorporated by reference to PEA No. 47 |
|
|
(6) |
Amendment to Custodian Agreement, dated March 3, 2025, is incorporated by reference to PEA No. 54 |
|
(h) |
(1) |
Transfer Agency Services Agreement between SS&C GIDS, Inc. and American Beacon Select Funds, effective February 1, 2023, is incorporated by reference to Post-Effective Amendment No. 38, filed April 27, 2023 (“PEA No. 38”) |
|
|
(2)(A) |
Transfer Agency and Service Agreement by and between State Street Bank and Trust Company and American Beacon Select Funds, dated August 23, 2023, is incorporated by reference to PEA No. 43 |
|
|
(2)(B) |
First Amendment to Transfer Agency and Service Agreement by and between State Street Bank and Trust Company and American Beacon Select Funds, dated January 18, 2024, is incorporated by reference to PEA No. 47 |
|
|
(2)(C) |
Second Amendment to Transfer Agency and Service Agreement by and between State Street Bank and Trust Company and American Beacon Select Funds, dated March 3, 2025, is incorporated by reference to PEA No. 54 |
|
|
(3)(A) |
Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund, and American Beacon Advisors, Inc., dated April 30, 2017, is incorporated by reference to PEA No. 43 |
|
|
(3)(B) |
First Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund, and American Beacon Advisors, Inc., dated May 8, 2018, is incorporated by reference to Post-Effective Amendment No. 36, filed April 29, 2021 (“PEA No. 36”) |
|
|
(3)(C) |
Second Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund, and American Beacon Advisors, Inc., dated August 26, 2018, is incorporated by reference to PEA No. 36 |
|
|
(3)(D) |
Third Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., dated March 26, 2019, is incorporated by reference to PEA No. 36 |
|
|
(3)(E) |
Fourth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., dated October 15, 2019, is incorporated by reference to PEA No. 36 |
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|
Number |
Exhibit Description | |
|
|
(3)(F) |
Fifth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., dated January 13, 2020, is incorporated by reference to PEA No. 36 |
|
|
(3)(G) |
Sixth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., effective April 30, 2020, is incorporated by reference to PEA No. 36 |
|
|
(3)(H) |
Seventh Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., effective July 31, 2020, is incorporated by reference to PEA No. 36 |
|
|
(3)(I) |
Eighth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., effective September 10, 2020, is incorporated by reference to PEA No. 36 |
|
|
(3)(J) |
Ninth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., effective September 30, 2020, is incorporated by reference to PEA No. 36 |
|
|
(3)(K) |
Tenth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., effective November 2, 2020, is incorporated by reference to PEA No. 36 |
|
|
(3)(L) |
Eleventh Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, American Beacon Sound Point Enhanced Income Fund, American Beacon Apollo Total Return Fund and American Beacon Advisors, Inc., effective August 2, 2021, is incorporated by reference to Post-Effective Amendment No. 37, filed August 2, 2021 |
|
|
(3)(M) |
Twelfth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust and American Beacon Advisors, Inc., effective May 23, 2022, is incorporated by reference to PEA No. 38 |
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|
(3)(N) |
Thirteenth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust and American Beacon Advisors, Inc., effective January 31, 2023, is incorporated by reference to PEA No. 38 |
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(3)(O) |
Fourteenth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust and American Beacon Advisors, Inc., effective as of August 15, 2023, is incorporated by reference to PEA No. 43 |
|
|
(3)(P) |
Fifteenth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust and American Beacon Advisors, Inc., dated January 19, 2024, is incorporated by reference to PEA No. 47 |
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(3)(Q) |
Sixteenth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust and American Beacon Advisors, Inc., effective as of May 1, 2024, is incorporated by reference to PEA No. 49 |
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(3)(R) |
Seventeenth Amendment to the Sub-Administrative Services Fee Agreement between American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust and American Beacon Advisors, Inc., effective as of October 21, 2024, is incorporated by reference to PEA No. 50 |
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(4) |
Form of Authorized Participant Agreement, is incorporated by reference to PEA No. 43 |
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(i) |
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|
(j) |
(1) |
Consent of Independent Registered Public Accounting Firm – (filed herewith) |
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(2) |
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(k) |
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Financial statements omitted from prospectus – (none) |
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(l) |
|
Letter of Investment Intent is incorporated by reference to the Registrant’s initial Registration Statement filed with the SEC on October 1, 1999 |
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(m) |
(1) |
Distribution Plan pursuant to Rule 12b-1, dated August 7, 2023, is incorporated by reference to PEA No. 44 |
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|
(2) |
Amended and Restated Schedule A to the Distribution Plan pursuant to Rule 12b-1, effective January 17, 2024, is incorporated by reference to PEA No. 47 |
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(3) |
Amended and Restated Schedule A to the Distribution Plan pursuant to Rule 12b-1, effective March 18, 2025, is incorporated by reference to PEA No. 54 |
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Number |
Exhibit Description | |
|
(n) |
|
Plan Pursuant to Rule 18f-3 – (none) |
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(p) |
(1) |
Code of Ethics of American Beacon Advisors, Inc., American Beacon Funds, American Beacon Select Funds, American Beacon Institutional Funds Trust, and Resolute Investment Distributors, Inc., dated August 11, 2023, is incorporated by reference to PEA No. 43 |
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(2) |
Code of Ethics for AHL Partners LLP, amended October 2023, is incorporated by reference to PEA No. 49 |
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(3) |
Code of Ethics for GLG LLC, amended October 2023, is incorporated by reference to PEA No. 49 |
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(4) |
Code of Ethics for Ionic Capital Management LLC, is incorporated by reference to PEA No. 50 |
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Other Exhibits | ||
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Item 29. Persons Controlled by or under Common Control with Registrant
The Trust through the American Beacon AHL Trend ETF, a separate series of the Trust, wholly owns and controls the American Beacon Cayman Trend Company, Ltd. (“Trend Subsidiary”), a company organized under the laws of the Cayman Islands. The Trend Subsidiary’s financial statements will be included, on a consolidated basis, in the American Beacon AHL Trend ETF’s annual and semi-annual reports to shareholders.
Item 30. Indemnification
Article XI of the Amended and Restated Declaration of Trust of the Trust provides that:
Limitation of Liability
| Section 1. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees and officers of the Trust shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or investment advisor of the Trust, and shall not be liable for errors of judgment or mistakes of fact or law, but nothing contained herein shall protect any Trustee or officer against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. |
Indemnification
| Section 2. |
| (a) Subject to the exceptions and limitations contained in paragraph (b) below: |
| (i) every person who is, or has been, a Trustee or officer or employee of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust and each Series to the fullest extent permitted by law, including the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof; |
| (ii) subject to the provisions of this Section 2, each Covered Person shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the records, books and accounts of the Trust or, as applicable, any Series, upon an opinion or other advice of legal counsel, or upon reports made or advice given to the Trust or, as applicable, any Series, by any Trustee or any of its officers, employees, or a service provider selected with reasonable care by the Trustees or officers of the Trust, regardless of whether the person rendering such report or advice may also be a Trustee, officer or employee of the Trust or, as applicable, any Series. |
| (iii) as used herein, the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities whatsoever. |
| (b) To the extent required under the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, but only to such extent, no indemnification shall be provided hereunder to a Covered Person: |
| (i) who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; or |
| (ii) in the event of a settlement, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office: (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry). |
| (c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Covered Person and shall inure to the benefit of the heirs, executors and administrators of such Covered Person. Nothing contained herein shall |
5
| affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. |
| (d) To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification. |
| (e) To the maximum extent permitted by applicable law, including Section 17(h) of the 1940 Act and the rules and regulations thereunder as amended from time to time and interpretations thereunder, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 2 shall be paid by the Trust or the applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or a Series, as applicable, if it is ultimately determined that he or she is not entitled to indemnification under this Section 2; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission. |
| The advancement of any expenses pursuant to this Section 2(e) shall under no circumstances be considered a “loan” under the Sarbanes-Oxley Act of 2002, as amended from time to time, or for any other reason. |
| (f) Any repeal or modification of this Article XI or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article XI shall be prospective only to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered Person with respect to any act or omission that occurred prior to such repeal, modification or adoption. |
| (g) Notwithstanding any other provision in this Declaration of Trust to the contrary, any liability and/or expense against which any Covered Person is indemnified under this Section 2 and any advancement of expenses that any Covered Person is entitled to be paid under Section 2(e) shall be deemed to be joint and several obligations of the Trust and each Series, and the assets of the Trust and each Series shall be subject to the claims of any Covered Person therefor under this Article XI; provided that (a) any such liability, expense or obligation may be allocated and charged by the Trustees between or among the Trust and/or any one or more Series (and Classes) in such manner as the Trustees in their sole discretion deem fair and equitable; and (b) the Trustees may determine that any such liability, expense or obligation should not be allocated to one or more Series (and Classes), and such Series or Classes shall not be liable therefor as provided under Article III, Section 4. |
| (h) Without limiting the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition of assets subject to liabilities or a merger or consolidation pursuant to Article XII, Section 2, assume the obligation to indemnify any person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article XI, Section 2 unless otherwise required under applicable law. |
| According to Article XII, Section 1 of the Amended and Restated Declaration of Trust, nothing in the Amended and Restated Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Trustees are not liable personally to any person extending credit to, contracting with or having any claim against the Trust, a particular Portfolio or the Trustees. A Trustee, however, is not protected from liability due to willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. |
| Article V, Section 5 provides that, subject to the provisions of Article XI, the Trustees shall not be liable for any act or omission in accordance with certain advice of counsel or other experts or for failing to follow such advice. Article XI, Section 1 provides that the Trustees are not liable for errors of judgment or mistakes of fact or law, but a Trustee is not protected from liability due to willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, for any act or omission in accordance with advice of counsel or other experts or for failing to follow such advice. |
Numbered Paragraph 10 of the Management Agreement by and among American Beacon Funds, American Beacon Select Funds and American Beacon Advisors, Inc., provides that:
| 10. Limitation of Liability of the Manager. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Trust or any Fund in connection with the matters to which this Agreement relate except a loss resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, partner, employee, or agent of the Manager, who may be or become an officer, Board member, employee or agent of a Trust shall be deemed, when rendering services to a Trust or acting in any business of a Trust, to be rendering such services to or acting solely for a Trust and not as an officer, partner, employee, or agent or one under the control or direction of the Manager even though paid by it. The U.S. federal and state securities laws impose liabilities on persons who act in good faith, and, therefore, nothing in this Agreement is intended to limit the obligations of the Manager under such laws. This Paragraph 10 does not in any manner preempt any separate written indemnification commitments made by the Manager with respect to any matters encompassed by this Agreement. |
Numbered Paragraph 10 of the Management Agreement by and between American Beacon Select Funds and American Beacon Advisors, Inc., provides that:
| 10. Limitation of Liability of the Manager. The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Fund, and its or their shareholders, in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee, or agent of the Manager, who may be or become an officer, Board member, employee or agent of the Trust shall be deemed, when rendering services to the Trust or any Fund or acting in any business of the Trust or such Fund, to be rendering such services to or acting solely for the Trust or such Fund and not as an officer, director, partner, employee, |
6
| or agent or one under the control or direction of the Manager even though paid by it. The U.S. federal and state securities laws impose liabilities on persons who act in good faith, and, therefore, nothing in this Agreement is intended to limit the obligations of the Manager under such laws. This Paragraph 10 does not in any manner preempt any separate written indemnification commitments made by the Manager with respect to any matters encompassed by this Agreement, which shall survive the termination of this Agreement. |
Numbered Paragraph 9 of the Investment Advisory Agreement with AHL Partners LLP provides that:
| 9. Liability. The Adviser, its affiliates or their respective officers, directors, employees and agents (collectively, the “Covered Persons”) shall have no liability to the Trust, its shareholders, the Manager or any third party arising out of or related to this Agreement, provided however, the Covered Persons agree to, and shall indemnify and hold harmless the Trust and its shareholders, the Manager, any affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Trust and its shareholders, the Manager or such affiliated person or controlling person may become subject under the securities or commodities laws, any other federal or state law, at common law or otherwise, arising out of or in connection with the performance of any Covered Person’s responsibilities to the Trust and the Manager which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, any Covered Person’s obligations and/or duties under this Agreement. The U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing in this Agreement is intended to limit the obligations of any Covered Persons under such laws. |
| Neither the Manager nor the Trust shall have any liability to any Covered Person or any third party arising out of or related to this Agreement, provided however, the Manager agrees to indemnify and hold harmless, all Covered Persons against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which a Covered Person may become subject under the securities or commodities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to any Covered Person which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Manager’s obligations and/or duties under this Agreement by the Manager or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of it. |
| The indemnification in this Section shall survive the termination of this Agreement. |
Numbered Paragraph 9 of the Investment Advisory Agreement with GLG LLC, provides that:
| 9.
Liability. The Adviser, its affiliates or their respective officers, directors, employees and agents (collectively, the “Covered
Persons”) shall have no liability
to the Trust, its shareholders, the Manager or any third party arising out of or related to this Agreement, provided however, the Covered
Persons agree
to, and shall indemnify and hold harmless the Trust and its shareholders, the Manager, any affiliated person within the meaning of Section
2(a)(3) of the Investment Company Act, and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls
the Manager,
against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Trust
and its shareholders,
the Manager or such affiliated person or controlling person may become subject under the securities or commodities laws, any other
federal or state law, at common law or otherwise, arising out of or in connection with the performance of any Covered Person’s responsibilities
to the Trust
and the Manager which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, any Covered Person’s
obligations and/or duties under this Agreement. The U.S. federal and state securities laws impose liabilities on persons who act in good
faith, and
therefore, nothing in this Agreement is intended to limit the obligations of any Covered Persons under such laws. Neither the Manager nor the Trust shall have any liability to any Covered Person or any third party arising out of or related to this Agreement, provided however, the Manager agrees to indemnify and hold harmless, all Covered Persons against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which a Covered Person may become subject under the securities or commodities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to any Covered Person which may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Manager’s obligations and/or duties under this Agreement by the Manager or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of it. The indemnification in this Section shall survive the termination of this Agreement. |
Numbered Paragraph 9 of the Investment Advisory Agreement with Ionic Capital Management LLC, provides that:
| 9. Liability of Adviser; Indemnification. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser shall not be protected against any liability to, and shall indemnify and hold harmless, the Trust and its shareholders, the Manager, any affiliated person thereof within the meaning of Section 2(a)(3) of the Investment Company Act, and any controlling person thereof as described in Section 15 of the Securities Act, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Trust and its shareholders, the Manager or such affiliated person or controlling person may become subject under the securities laws, any other federal or state law, at common law or otherwise, however arising out of or in connection with the performance of the Adviser’s responsibilities to the Trust which may be based upon: (i) any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser; or (ii) any untrue statement of a material fact contained in the Trust’s prospectus and statement of additional information applicable to a Fund, or any other Trust filings, proxy materials, reports, advertisements, sales literature or other materials pertaining to a Fund, the Trust or the Manager, or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser for use therein. The indemnification in this Section shall survive the termination of this Agreement. |
Section 4.2 of the Distribution Agreement with Resolute Investment Distributors, Inc., provides that:
7
(a) Notwithstanding anything in this Agreement to the contrary, Resolute shall not be responsible for, and the Client shall on behalf of each applicable Fund or Class thereof, indemnify and hold harmless Resolute, its employees, directors, officers and managers and any person who controls Resolute within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (for purposes of this Section 4.2(a), “Resolute Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character (including, but not limited to, direct and indirect reasonable reprocessing costs) arising out of or attributable to all and any of the following (for purposes of this Section 4.2(a), a “Resolute Claim”)
| (i) any material action (or omission to act) of Resolute or its agents taken in connection with this Agreement; provided, that such action (or omission to act) is taken in good faith and without willful misfeasance, negligence or reckless disregard by Resolute, or its affiliates, of its duties and obligations under this Agreement; |
| (ii) any untrue statement of a material fact contained in the Registration Statement or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client in connection with the preparation of the Registration Statement or exhibits to the Registration Statement by or on behalf of Resolute; |
| (iii) any material breach of the Clients’ agreements, representations, warranties, and covenants in Sections 2.9 and 5.2 of this Agreement; or |
| (iv) the reliance on or use by Resolute or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Client or any agent of the Client, including but not limited to any Predecessor Records provided pursuant to Section 2.9(b). |
(b) Resolute will indemnify, defend and hold the Client and their several officers and members of their Governing Bodies and any person who controls the Client within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (collectively, the “Client Indemnitees” and, with the Resolute Indemnitees, an “Indemnitee”), free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith), but only to the extent that such claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses result from, arise out of or are based upon all and any of the following (for purposes of this Section 4.2(c), a “Client Claim” and, with a Resolute Claim, a “Claim”):
| (i) any material action (or omission to act) of Resolute or its agents taken in connection with this Agreement, provided that such action (or omission to act) is taken in good faith and without willful misfeasance, negligence or reckless disregard by Resolute, or its affiliates, of its duties and obligations under this Agreement. |
| (ii) any untrue statement of a material fact contained in the Registration Statement or any alleged omission of a material fact required to be stated or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client in writing in connection with the preparation of the Registration Statement by or on behalf of Resolute; or |
| (iii) any material breach of Resolute’s agreements, representations, warranties and covenants set forth in Section 2.4 and 5.1 hereof. |
(c) The Client or Resolute (for purpose of this Section 4.2(d), an “Indemnifying Party”) may assume the defense of any suit brought to enforce any Resolute Claim or Client Claim, respectively, and may retain counsel chosen by the Indemnifying Party and approved by the other Party, which approval shall not be unreasonably withheld or delayed. The Indemnifying Party shall advise the other Party that it will assume the defense of the suit and retain counsel within ten (10) days of receipt of the notice of the claim. If the Indemnifying Party assumes the defense of any such suit and retains counsel, the other Party shall bear the fees and expenses of any additional counsel that they retain. If the Indemnifying Party does not assume the defense of any such suit, or if other Party does not approve of counsel chosen by the Indemnifying Party, or if the other Party has been advised that it may have available defenses or claims that are not available to or conflict with those available to the Indemnifying Party, the Indemnifying Party will reimburse any Indemnitee named as defendant in such suit for the reasonable fees and expenses of any counsel that the Indemnitee retains. An Indemnitee shall not settle or confess any claim without the prior written consent of the applicable Client, which consent shall not be unreasonably withheld or delayed.
(d) An Indemnifying Party’s obligation to provide indemnification under this section is conditioned upon the Indemnifying Party receiving notice of any action brought against an Indemnitee within twenty (20) days after the summons or other first legal process is served. Such notice shall refer to the Person or Persons against whom the action is brought. The failure to provide such notice shall not relieve the Indemnifying Party of any liability that it may have to any Indemnitee except to the extent that the ability of the party entitled to such notice to defend such action has been materially adversely affected by the failure to provide notice.
(e) The provisions of this section and the parties’ representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Indemnitee and shall survive the sale and redemption of any Shares made pursuant to subscriptions obtained by Resolute. The indemnification provisions of this section will inure exclusively to the benefit of each person that may be an Indemnitee at any time and their respective successors and assigns (it being intended that such persons be deemed to be third party beneficiaries under this Agreement).
Section 4.3 of the Distribution Agreement with Resolute Investment Distributors, Inc., provides that:
Notwithstanding anything in this Agreement to the contrary, except as specifically set forth below:
| (a) Neither Party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; or elements of nature; |
8
| (b) Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party; |
| (c) No affiliate, director, officer, employee, manager, shareholder, partner, agent, counsel or consultant of either Party shall be liable at law or in equity for the obligations of such Party under this Agreement or for any damages suffered by the other Party related to this Agreement; |
| (d) There are no third party beneficiaries of this Agreement; |
| (e) Each Party shall have a duty to mitigate damages for which the other Party may become responsible; |
| (f) The assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund, and no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise; and in asserting any rights or claims under this Agreement, Resolute shall look only to the assets and property of the Fund to which Resolute’s rights or claims relate in settlement of such rights or claims; and |
| (g) Each Party agrees promptly to notify the other party of the commencement of any litigation or proceeding of which it becomes aware arising out of or in any way connected with the issuance or sale of Shares. |
Section 3.4 of the Distribution Agreement with Foreside Financial Services, LLC, provides that:
The Distributor shall not be liable to the Adviser for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and duties under this Agreement.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Supplemental Limited Indemnification from the Manager
ABA shall indemnify and hold harmless Indemnitee, in his or her individual capacity, from and against any cost, asserted claim, liability or expense, including reasonable legal fees (collectively, “Liability”) based upon or arising out of (i) any duty of ABA under the Management Agreement (including ABA’s failure or omission to perform such duty), and (ii) any liability or claim against Indemnitee arising pursuant to Section 11 of the Securities Act of 1933, as amended, Rule 10b-5 under the Securities Exchange Act of 1934, as amended, and any similar or related federal, state or common law statutes, rules or interpretations. ABA’s indemnification obligations under this Letter Agreement shall be limited to civil and administrative claims or proceedings.
Item 31. I. Business and Other Connections of Investment Manager
American Beacon Advisors, Inc. (the “Manager”) offers investment management and administrative services to the Registrant. It acts in the same capacity to other investment companies, including those listed below.
Set forth below is information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of American Beacon Advisors, Inc. is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
Name; Current Position with American Beacon Advisors, Inc. |
Other Substantial Business and Connections |
Patrick J. Bartels; Director |
Redan Advisors LLC: Managing Member |
Sonia L. Bates; Assistant Treasurer, Vice President, Tax and Fund Reporting |
Resolute
Investment Services, Inc.: Vice President, Fund and Tax Reporting (2023-2025) |
9
Name; Current Position with American Beacon Advisors, Inc. |
Other Substantial Business and Connections |
Rosemary K. Behan; Senior Vice President, Secretary and General Counsel |
Resolute
Investment Holdings, LLC: Secretary (2015-2025) |
Melinda S. Blackwill; Assistant Treasurer, Vice President and Controller |
Resolute
Investment Managers, Inc.: Vice President and Controller (2018-Present) |
Paul B. Cavazos; Senior Vice President and Chief Investment Officer |
American
Beacon Funds Complex: Vice President (2016-Present) |
Jame Donath; Director |
Greenscape
Financial Group: Chairman |
Richard M. Goldman; Director |
Becket
Capital: Founder and Managing Partner |
Rebecca L. Harris; Chief Operating Officer and Senior Vice President |
Resolute
Investment Managers, Inc.: Chief Operating Officer (June 2024-Present) Senior Vice President (2021-May 2024, June 2024-Present),
Director (May-June 2024), President (May-June 2024), Chief Executive Officer (May-June 2024) |
10
Name; Current Position with American Beacon Advisors, Inc. |
Other Substantial Business and Connections |
Melinda G. Heika; Senior Vice President, Treasurer and Chief Financial Officer |
Resolute
Topco, Inc.: Treasurer (2015-Present) |
Kirstin Hill; Director |
Social Finance: President & COO |
Terri L. McKinney; Senior Vice President, Enterprise Services |
Resolute
Investment Managers, Inc.: Senior Vice President, Enterprise Services (2021-Present) |
Teresa A. Oxford; Assistant Secretary and Deputy General Counsel |
Resolute
Investment Managers, Inc.: Deputy General Counsel (2024-Present), Assistant Secretary (2017-Present), Associate
General Counsel (2018-2024) |
Bo Ragsdale; Vice President, Information Technology |
Resolute
Investment Managers, Inc.: Vice President, Information Technology (2021-Present) |
Christina E. Sears; Vice President and Chief Compliance Officer |
Resolute
Investment Managers, Inc.: Vice President (2017-Present) |
Samuel J. Silver; Vice President and Chief Fixed Income Officer |
American Beacon Funds Complex: Vice President (2011-Present) |
Claire L. Stervinou; Assistant Treasurer and Corporate Tax Manager |
Resolute
Investment Managers, Inc.: Assistant Treasurer (2021-Present) |
11
|
Name; Current Position with American Beacon Advisors, Inc. |
Other Substantial Business and Connections |
|
Gregory J. Stumm; Director, President and Chief Executive Officer |
Resolute
Acquisition, Inc.: Director (June 2024-Present), President (June 2024-Present),
Chief Executive Officer (June 2024-Present), Senior Vice President (2022-2024) |
The principal address of each of the entities referenced above, other than RSW Investment Holdings LLC, Shapiro Capital Management LLC, SSI Investment Management LLC, and National Investment Services of America, LLC is 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039. The principal address of RSW Investment Holdings LLC is 47 Maple Street, Suite 304, Summit, New Jersey 07901. The principal address of Shapiro Capital Management LLC is 3060 Peachtree Road NW #1555, Atlanta, Georgia 30305. The principal address of SSI Investment Management LLC is 2121 Avenue of the Stars, Suite 2050, Los Angeles, California 90067. The principal address of National Investment Services of America, LLC is 777 E. Wisconsin Avenue, Suite 2350, Milwaukee, Wisconsin 53202.
II. Business and Other Connections of Investment Advisers
The investment advisers listed below provide investment advisory services to the Trust.
American Beacon Advisors, Inc., 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039.
AHL Partners LLP (“AHL”) is a registered investment adviser and is an investment sub-advisor for the American Beacon AHL Trend ETF. The principal address of AHL is 2 Swan Lane, London, UK EC4R 3AD. Information as to the officers and directors of AHL is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 167882), and is incorporated herein by reference.
GLG LLC (“Man GLG”) is a registered investment adviser and is the investment sub-advisor for the American Beacon GLG Natural Resources ETF. The principal address of Man GLG is 1345 Avenue of the Americas, 21st Floor, New York, NY. Man GLG is an investment advisory firm formed in April 2002. Man GLG is a limited liability company that is directly owned by Man Investments Holdings, Inc. Man Investments Holdings, Inc. is an indirect subsidiary of Man Group plc, the ultimate parent company of Man GLG. Information as to the officers and directors of Man GLG is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 138802), and is incorporated herein by reference.
Ionic Capital Management LLC (“Ionic”) is a registered investment adviser and is the investment sub-advisor for the American Beacon Ionic Inflation Protection ETF. The principal address of Ionic is 475 5th Ave., 9th Floor, New York, NY 10017. Information as to the officers and directors of Ionic is included in its Form ADV, as filed with the Securities and Exchange Commission (CRD number 156400), and is incorporated herein by reference.
Item 32. Principal Underwriter
(a)(1) Resolute Investment Distributors, Inc. (“RID”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
| 1 | American Beacon Funds |
| 2 | American Beacon Select Funds - American Beacon U.S. Government Money Market Select Fund |
(a)(2) Foreside Financial Services, LLC (“Foreside”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
1.
13D Activist Fund, Series of Northern Lights Fund Trust
2.
2nd Vote Funds
3.
AAMA Equity Fund, Series of Asset Management Fund
4.
AAMA Income Fund, Series of Asset Management Fund
5.
Advisers Investment Trust
6.
AG Twin Brook Capital Income Fund
7.
AltShares Trust
8.
American Beacon AHL Trend ETF, Series of American Beacon Select Funds
9.
American Beacon GLG Natural Resources ETF, Series of American Beacon Select Funds
10.
American Beacon Ionic Inflation Protection ETF, Series of American Beacon Select Funds
12
11.
Aristotle Funds Series Trust
12.
Boston Trust Walden Funds (f/k/a The Boston Trust & Walden Funds)
13.
Bow River Capital Evergreen Fund
14.
Connetic Venture Capital Access Fund
15.
Constitution Capital Access Fund, LLC
16.
Datum One Series Trust
17.
Diamond Hill Funds
18.
Diamond Hill Securitized Credit Fund
19.
Driehaus Mutual Funds
20.
FMI Funds, Inc.
21.
Impax Funds Series Trust I (f/k/a Pax World Funds Series Trust I)
22.
Impax Funds Series Trust III (f/k/a Pax World Funds Series Trust III)
23.
Inspire 100 ETF, Series of Northern Lights Fund Trust IV
24.
Inspire 500 ETF, Series of Northern Lights Fund Trust IV
25.
Inspire Corporate Bond ETF, Series of Northern Lights Fund Trust IV
26.
Inspire Fidelis Multi Factor ETF, Series of Northern Lights Fund Trust IV
27.
Inspire Global Hope ETF, Series of Northern Lights Fund Trust IV
28.
Inspire International ETF, Series of Northern Lights Fund Trust IV
29.
Inspire Momentum ETF, Series of Northern Lights Fund Trust IV
30.
Inspire Small/Mid Cap ETF, Series of Northern Lights Fund Trust IV
31.
Inspire Tactical Balanced ETF, Series of the Northern Lights Fund Trust IV
32.
LifeX 2035 Term Income ETF, Series of Stone Ridge Trust
33.
LifeX 2040 Term Income ETF, Series of Stone Ridge Trust
34.
LifeX 2045 Term Income ETF, Series of Stone Ridge Trust
35.
LifeX 2048 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
36.
LifeX 2048 Longevity Income ETF, Series of Stone Ridge Trust
37.
LifeX 2049 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
38.
LifeX 2049 Longevity Income ETF, Series of Stone Ridge Trust
39.
LifeX 2050 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
40.
LifeX 2050 Longevity Income ETF, Series of Stone Ridge Trust
41.
LifeX 2051 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
42.
LifeX 2051 Longevity Income ETF, Series of Stone Ridge Trust
43.
LifeX 2052 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
44.
LifeX 2052 Longevity Income ETF, Series of Stone Ridge Trust
45.
LifeX 2053 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
46.
LifeX 2053 Longevity Income ETF, Series of Stone Ridge Trust
47.
LifeX 2054 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
48.
LifeX 2054 Longevity Income ETF, Series of Stone Ridge Trust
49.
LifeX 2055 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
50.
LifeX 2055 Longevity Income ETF, Series of Stone Ridge Trust
51.
LifeX 2056 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
52.
LifeX 2056 Longevity Income ETF, Series of Stone Ridge Trust
53.
LifeX 2057 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
54.
LifeX 2057 Longevity Income ETF, Series of Stone Ridge Trust
55.
LifeX 2058 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
56.
LifeX 2058 Longevity Income ETF, Series of Stone Ridge Trust
57.
LifeX 2059 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
58.
LifeX 2059 Longevity Income ETF, Series of Stone Ridge Trust
59.
LifeX 2060 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
60.
LifeX 2060 Longevity Income ETF, Series of Stone Ridge Trust
61.
LifeX 2061 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
62.
LifeX 2061 Longevity Income ETF, Series of Stone Ridge Trust
63.
LifeX 2062 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
64.
LifeX 2062 Longevity Income ETF, Series of Stone Ridge Trust
65.
LifeX 2063 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
66.
LifeX 2063 Longevity Income ETF, Series of Stone Ridge Trust
67.
LifeX 2064 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
68.
LifeX 2064 Longevity Income ETF, Series of Stone Ridge Trust
69.
LifeX 2065 Inflation-Protected Longevity Income ETF, Series of Stone Ridge Trust
70.
LifeX 2065 Longevity Income ETF, Series of Stone Ridge Trust
71.
LifeX Durable Income ETF, Series of Stone Ridge Trust
72.
Macquarie Energy Transition ETF, Series of Macquarie ETF Trust
73.
Macquarie Focused Emerging Markets Equity ETF, Series of Macquarie ETF Trust
13
74.
Macquarie Focused Large Growth ETF, Series of Macquarie ETF Trust
75.
Macquarie Global Listed Infrastructure ETF, Series of Macquarie ETF Trust
76.
Macquarie National High-Yield Municipal Bond ETF, Series of Macquarie ETF Trust
77.
Macquarie Tax-Free USA Short Term ETF, Series of Macquarie ETF Trust
78.
Meketa Infrastructure Fund
79.
Nomura Alternative Income Fund
80.
Praxis Mutual Funds
81.
Primark Meketa Private Equity Investments Fund
82.
SA Funds – Investment Trust
83.
Sequoia Fund, Inc.
84.
Simplify Exchange Traded Funds
85.
Siren ETF Trust
86.
Stone Ridge Alternative Lending Risk Premium Fund, Series of Stone Ridge Trust V
87.
Stone Ridge Art Risk Premium Fund, Series of Stone Ridge Trust VIII
88.
Stone Ridge Post-Event Reinsurance Fund, Series of Stone Ridge Trust IV
89.
Stone Ridge Reinsurance Risk Premium Interval Fund, Series of Stone Ridge Trust II
90.
Tactical Dividend and Momentum Fund, Series of Two Roads Shared Trust
91.
TCW ETF Trust
92.
Zacks Trust
(b)(1) The following are the Officers and Managers of RID. RID’s main business address is 220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039.
|
Name |
Address |
Position with Underwriter |
Position with Registrant |
|
Gregory J. Stumm |
220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039 |
Director, Chief Executive Officer and President |
President |
|
Rosemary K. Behan |
220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039 |
Secretary |
Vice President, Chief Legal Officer and Secretary |
|
Christina E. Sears |
220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039 |
Vice President |
Chief Compliance Officer and Assistant Secretary |
|
Teresa A. Oxford |
220 E. Las Colinas Blvd, STE 1200, Irving, TX 75039 |
Assistant Secretary |
Assistant Secretary |
(b)(2) The following are the Officers and Managers of Foreside. Foreside’s main business address is 190 Middle Street, Suite 301, Portland, Maine 04101.
|
Name |
Address |
Position with Underwriter |
Position with Registrant |
|
Teresa Cowan |
190
Middle Street, Suite 301 |
President/Manager |
None |
|
Chris Lanza |
190
Middle Street, Suite 301 |
Vice President |
None |
|
Kate Macchia |
190
Middle Street, Suite 301 |
Vice President |
None |
|
Jennifer A. Brunner |
190
Middle Street, Suite 301 |
Vice President and Chief Compliance Officer |
None |
|
Kelly B. Whetstone |
190
Middle Street, Suite 301 |
Secretary |
None |
|
Susan L. LaFond |
190
Middle Street, Suite 301 |
Treasurer |
None |
|
Weston Sommers |
190
Middle Street, Suite 301 |
Financial and Operations Principal and Chief Financial Officer |
None |
(c) Not applicable.
Item 33. Location of Accounts and Records
The books and other documents required by Section 31(a) under the Investment Company Act of 1940 are maintained in the physical possession of 1) the Trust’s custodian and fund accounting agent at State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, Massachusetts 02114-2016; 2) the Manager at American Beacon Advisors, Inc., 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039; 3) the Trust’s transfer agent, SS&C GIDS, Inc., 330 West 9th St., Kansas City, Missouri 64105; 4) Mastercraft, 3021 Wichita Court, Fort Worth, Texas 76140; or 5) the Trust’s investment advisers at the addresses listed in Item 31 above.
Item 34. Management Services
Not applicable.
14
Item 35. Undertakings
Not applicable.
15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant represents that this Amendment meets all the requirements for effectiveness pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 57 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving and the State of Texas, on August 26, 2025.
| AMERICAN BEACON SELECT FUNDS | ||
| By: | /s/ Gregory J. Stumm | |
| Gregory J. Stumm | ||
| President | ||
Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No. 57 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Gregory J. Stumm | President (Principal Executive Officer) | August 26, 2025 | ||
| Gregory J. Stumm | ||||
| /s/ Sonia L. Bates | Treasurer (Principal Financial Officer | August 26, 2025 | ||
| Sonia L. Bates | and Principal Accounting Officer) | |||
| Gilbert G. Alvarado* | Trustee | August 26, 2025 | ||
| Gilbert G. Alvarado | ||||
| Gerard J. Arpey* | Trustee | August 26, 2025 | ||
| Gerard J. Arpey | ||||
| Eugene J. Duffy* | Trustee | August 26, 2025 | ||
| Eugene J. Duffy | ||||
| Claudia A. Holz* | Trustee | August 26, 2025 | ||
| Claudia A. Holz | ||||
| Douglas A. Lindgren* | Chair and Trustee | August 26, 2025 | ||
| Douglas A. Lindgren | ||||
| Barbara J. McKenna* | Trustee | August 26, 2025 | ||
| Barbara J. McKenna | ||||
| Janet C. Smith * | Trustee | August 26, 2025 | ||
| Janet C. Smith | ||||
| Paul Zemsky* | Trustee | August 26, 2025 | ||
| Paul Zemsky |
| * By: | /s/ Rosemary K. Behan | |
| Rosemary K. Behan | ||
| Attorney-In-Fact |
16
EXHIBIT INDEX
|
Type |
Description |
|
99.(d)(1)(A)(ix) |
|
|
99.(e)(1)(E) |
|
|
99.(i) |
|
|
99.(j)(1) |
|
|
99.(j)(2) |
|
|
Other |
17
ATTACHMENTS / EXHIBITS
OPINION AND CONSENT OF COUNSEL
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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