United States

Securities and Exchange Commission

Washington, DC 20549

 

 

FORM N-Q

 

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS

OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-04984

 

 

AMERICAN BEACON FUNDS

(Exact name of registrant as specified in charter)

 

 

4151 Amon Carter Boulevard, MD 2450

Fort Worth, Texas 76155

(Address of principal executive offices) (Zip code)

 

 

Gene L. Needles, Jr.

American Beacon Funds

4151 Amon Carter Boulevard, MD 2450

Fort Worth, Texas 76155

(Name and address of agent for service)

 

 

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

Date of fiscal year end: September 30, 2014

Date of reporting period: December 31, 2013

Form N-Q is to be used by management investment companies, other than small business investments companies, registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

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

 

 

 


ITEM 1. SCHEDULES OF INVESTMENTS.


AMERICAN BEACON SGA GLOBAL GROWTH FUND

December 31, 2013 (Unaudited)

 

     Shares      Fair Value  
            (000’s)  

Argentina - 2.02%

  

Common Stocks - (Cost $105)

  

MercadoLibre, Inc.

     1,010       $ 109   
     

 

 

 

Australia - 1.41%

     

Common Stocks - (Cost $84)

     

Coca Cola Amatil Ltd. A

     7,035         76   
     

 

 

 

Brazil - 2.57%

     

Common Stocks - (Cost $131)

     

AMBEV S.A., ADR B

     18,875         139   
     

 

 

 

Denmark - 4.16%

     

Common Stocks - (Cost $185)

     

Novo Nordisk A.S., Class B

     595         109   

Novozymes A.S., Class B A

     2,735         116   
     

 

 

 

Total Denmark

        225   
     

 

 

 

France - 6.05%

     

Common Stocks - (Cost $318)

     

Danone S.A.

     2,272         164   

Sanofi

     1,540         163   
     

 

 

 

Total France

        327   
     

 

 

 

Germany - 3.20%

     

Common Stocks - (Cost $133)

     

SAP AG, ADR B

     1,983         173   
     

 

 

 

Hong Kong/China - 9.09%

     

Common Stocks - (Cost $448)

     

AIA Group Ltd.

     30,820         154   

Ping An Insurance Group Co. H

     11,000         98   

Shandong Weigao Group Medical Co., Ltd. H A

     116,977         158   

Tencent Holdings Ltd.

     1,270         81   
     

 

 

 

Total Hong Kong/China

        491   
     

 

 

 

Ireland - 2.13%

     

Common Stocks - (Cost $117)

     

Perrigo Co. PLC C

     750         115   
     

 

 

 

Mexico - 1.98%

     

Common Stocks - (Cost $110)

     

Fomento Economico Mexicano, S.A.B. de C.V., ADR, Series B B

     1,095         107   
     

 

 

 
     Shares      Fair Value  
            (000’s)  

Sweden - 2.04%

     

Common Stocks - (Cost $110)

     

Elekta A.B., Class B A

     7,165       $ 110   
     

 

 

 

Switzerland - 2.91%

     

Common Stocks - (Cost $136)

     

Nestle S.A.

     2,140         157   
     

 

 

 

United States - 56.82%

     

Common Stocks - (Cost $2,471)

     

Apple, Inc.

     274         154   

Arcos Dorados Holdings, Inc., Class A

     7,785         94   

Cerner Corp. A

     2,668         149   

Colgate-Palmolive Co.

     2,326         152   

eBay, Inc. A

     4,020         220   

Fastenal Co.

     2,300         109   

Google, Inc., Class A A

     160         179   

LinkedIn Corp., Class A A

     330         72   

Lowe’s Cos., Inc.

     4,337         215   

Monsanto Co.

     1,790         209   

National Oilwell Varco, Inc.

     1,949         155   

Qualcomm, Inc.

     2,136         159   

Salesforce.com, Inc. A

     1,520         84   

Schlumberger Ltd.

     2,365         212   

Starbucks Corp.

     1,940         152   

Starwood Hotels & Resorts Worldwide, Inc.

     2,121         168   

State Street Corp.

     2,832         208   

Visa, Inc., Class A

     1,015         226   

Yum! Brands, Inc.

     2,029         153   
     

 

 

 

Total United States

        3,070   
     

 

 

 

SHORT-TERM INVESTMENTS - 4.55% (Cost $246)

   

  

JPMorgan U.S. Government Money Market Fund, Capital Class

     246,221         246   
     

 

 

 

TOTAL INVESTMENTS - 98.93%
(Cost $4,594)

   

     5,345   

OTHER ASSETS, NET OF LIABILITIES - 1.07%

   

     58   
     

 

 

 

TOTAL NET ASSETS - 100.00%

  

   $ 5,403   
     

 

 

 

Percentages are stated as a percent of net assets.

 

 

A   Non-income producing security.
B   ADR - American Depositary Receipt.
C   Public Limited Company.
 


Futures Contracts Open on December 31, 2013 (000’s):

 

Description

   Type      Number of
Contracts
   Expiration Date      Contract Value      Unrealized
Appreciation
(Depreciation)
 

Mini MSCI EAFE Emerging Markets March Futures

     Long       95      March, 2014       $ 96      $ 1  

Mini MSCI Emerging Markets March Futures

     Long       50      March, 2014         51        1  

S&P 500 Mini E Index March Futures

     Long       88      March, 2014         92        4  
           

 

 

    

 

 

 
            $ 239      $ 6  
           

 

 

    

 

 

 

 

TOP 10 COUNTRY WEIGHTINGS (%)

  

United States

     60.2   

Hong Kong/China

     9.7   

France

     6.4   

Denmark

     4.4   

Germany

     3.4   

Switzerland

     3.1   

Brazil

     2.7   

Ireland

     2.3   

Argentina

     2.1   

Sweden

     2.1   

SECTOR WEIGHTINGS (%)

  

Information Technology

     28.6   

Health Care

     15.8   

Consumer Staples

     15.6   

Consumer Discretionary

     15.4   

Financials

     9.0   

Energy

     7.2   

Materials

     6.4   

Industrials

     2.1   

May not equal 100% due to rounding.

  
 

 

AMERICAN BEACON FUNDS

NOTES TO FORM NQ

December 31, 2013 (unaudited)

1. Organization and Significant Accounting Policies

American Beacon Funds (the “Trust”), which is comprised of twenty-seven Funds, is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified, open-end management investment company. The schedules of investments and notes relate to the American Beacon SGA Global Growth Fund (the “Fund”), a series of the Trust.

American Beacon Advisors, Inc. (the “Manager”) is a wholly-owned subsidiary of Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative, and asset management consulting services to the Trust and other investors.

Security Transactions and Investment Income

Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.

Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax reporting purposes, realized gains and losses are determined on the basis of specific lot identification.


Currency Translation

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

Dividends to Shareholders

Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized capital gains are generally paid at least annually and recorded on the ex-dividend date.

Allocation of Income, Expenses, Gains, and Losses

Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Use of Estimates

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

Other

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

2. Security Valuation and Fair Value Measurements

Investments are valued at the close of the New York Stock Exchange (the “Exchange”), normally 4 p.m. ET, each day that the Exchange is open for business. Equity securities, including exchange-traded funds (“ETFs”), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade.

Investments in open-end mutual funds are valued at the closing net asset value (“NAV”) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates market value.

Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the Manager, will be priced at a fair value following procedures approved by the Board of Trustees (the “Board”).

Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government


and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed on the Statements of Assets and Liabilities.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. A Fund may also fair value securities in other situations, such as when a particular foreign market is closed, but the Fund is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the Fund routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

Valuation Inputs

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

 

Level 1   -   Quoted prices in active markets for identical securities.
Level 2   -   Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities include fixed-income securities that are valued using observable inputs as stated above.
Level 3   -   Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

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

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

Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.


The Fund’s investments are summarized by level based on the inputs used to determine their values. U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) also requires all transfers between any levels to be disclosed. The end of the period timing recognition has been adopted for the transfers between levels of each Fund’s assets and liabilities. As of December 31, 2013, there were no transfers between levels. As of December 31, 2013, the investments were classified as described below (in thousands):

 

SGA Global Growth Fund 1

   Level 1      Level 2      Level 3      Total  

Foreign Common Stock

   $ 2,029       $ —         $ —         $ 2,029   

U.S Common Stock

     3,070         —           —           3,070   

Short-Term Investments – Money Market Funds

     246         —           —           246   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

   $ 5,345       $ —         $ —         $ 5,345   
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Derivative Instruments-Liabilities 2

           

Futures Contracts

   $ 6       $ —         $ —         $ 6   

 

1   Refer to the schedules of investments for country information.
2   Financial derivative instruments include open futures contracts.

3. Securities and Other Investments

American Depositary Receipts (ADRs)

ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies.

Other Investment Company Securities and Other Exchange Traded Products

The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs, exchange-traded notes (“ETNs”), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations. These other fees and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

4. Financial Derivative Instruments

Futures Contracts

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


Upon entering into a futures contract, the Funds are required to set aside or deposit with a broker an amount, termed the initial margin, which typically represents 5% of the face value of the futures contract. The initial margin amount is reflected as a Deposit with broker for futures contracts on the Statements of Assets and Liabilities. Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation) until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.

During the year ended December 31, 2013, the Fund entered into future contracts primarily for return enhancement and exposing cash to markets.

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

 

     Average Futures Contracts Outstanding  

For the Quarter Ended

   September 30, 2013      December 31, 2013  

SGA Global Growth

     —           1   

5. Federal Income and Excise Taxes

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

The Fund did not have any unrecognized tax benefits in the prior year’s financial statements. Each of the tax years for the periods ended September 30, 2011, 2012 and 2013 remain subject to examination by the Internal Revenue Service. If applicable, the Fund will recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in “Other expenses” on the Statements of Operations.

As of December 31, 2013, the Fund’s cost of investments for federal income tax purposes were as follows (in thousands):

 

Fund

   Cost of Investments
for Federal Income
Tax Purposes
     Unrealized
Appreciation
     Unrealized
Depreciation
    Net Unrealized
Appreciation /
(Depreciation)
 

SGA Global Growth Fund

   $ 4,624       $ 779       $ (58   $ 721   

Under the Regulated Investment Company Modernization Act of 2010 (the “RIC MOD”), net capital losses recognized by Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.

ITEM 2. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive office and principal financial officer have concluded, based on an evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, the “Disclosure Controls”) as of a date within 90 days prior to the filing date (“Filing Date”) of this Form NQ (“the Report”), that the Disclosure Controls are effectively, designed to provide reasonable assurance that the information required to be disclosed by the registrant in the Report is was recorded, processed, summarized and reported by the Filing Date, including ensuring that information


required to be disclosed in the Report is accumulated and communicated to the registrant’s management, including the registrant’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act, as amended) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

(a) Certificates pursuant to Rule 30a-2(a) under the Investment Company Act (17 CFR 270.30a-2(a) are attached hereto as Exhibits (a)(1) and (a)(2).


SIGNATURES

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

 

AMERICAN BEACON FUNDS
By:  

/s/ Gene L. Needles, Jr.

  Gene L. Needles, Jr.
  Principal Executive Officer

Date: February 28, 2014

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

 

By:  

/s/ Gene L. Needles, Jr.

  Gene L. Needles, Jr.
  Principal Executive Officer

Date: February 28, 2014

 

By:  

/s/ Melinda G. Heika

  Melinda G. Heika
  Principal Financial Officer

Date: February 28, 2014

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