2026-04-08ABAberdeenMunicipalHighIncomeETF_FYE_01_31_PRO
PROSPECTUS
June
24,
2026
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American
Beacon Aberdeen Municipal High Income ETF |
AMHI |
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 has not
approved or disapproved these securities or determined if this Prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
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American
Beacon Aberdeen
Municipal High Income ETFSM
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Investment
Objective
The
Fund’s investment objective is to seek to provide a high level of current income
that is not subject to federal income tax.
Fees
and Expenses of the Fund
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.
Shareholder
Fees
(fees paid directly from your investment)
| 1 |
Pursuant
to a Distribution Plan, the Fund may bear a Rule 12b-1 fee not to exceed
0.25% per year of the Fund’s average daily net assets. However, no such
fee is currently paid by
the Fund, and the Board of Trustees has not currently approved the
commencement of any payments under the Distribution
Plan. |
| 2 |
Other
Expenses are based on estimated expenses for the current fiscal
year. |
Example
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:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or ‘‘turns over’’ its portfolio). A higher portfolio turnover rate
may indicate
higher transaction costs and may result in higher taxes when Fund shares are
held in a taxable account. These costs, which are not reflected in annual
Fund
operating expenses or in the Example, affect the Fund’s performance. The Fund’s
portfolio turnover rate for the Fund’s most recent fiscal year is not
provided
because the Fund had not commenced operations prior to the date of this
Prospectus.
Principal
Investment Strategies
Under
normal circumstances, the Fund invests at least 80% of its net assets, plus the
amount of any borrowings for investment purposes, in a diversified portfolio
of tax-exempt municipal bonds. Municipal bonds are obligations issued by or on
behalf of states, territories and possessions of the United States (including
the District of Columbia, Puerto Rico, the U.S. Virgin Islands, and Guam), their
political subdivisions - such as cities and counties - and their agencies
or
authorities to finance public-purpose projects. All investments in the Fund are
denominated in U.S. dollars. The interest on municipal bonds is excludable
from
gross income for federal income tax purposes, although a significant portion of
such interest may be a tax-preference item for purposes of the federal
alternative
minimum tax (the “AMT”) applicable to noncorporate taxpayers.
Municipal bonds subject to AMT are considered tax-exempt municipal bonds for
purposes
of the Fund’s 80% policy.
The
Fund typically invests in medium- and lower-quality bonds rated BBB+ or lower by
S&P Global Ratings (“S&P”), comparably rated by another nationally
recognized
statistical rating organization (“NRSRO”), or, if unrated, determined by abrdn
Inc. (the “sub-advisor”) to be of comparable quality. The Fund’s investments
primarily
include
non-investment-grade debt securities (commonly referred to as “high yield” or
“junk” bonds), which are rated BB+ or lower by S&P,
comparably rated by another NRSRO, or, if unrated, determined by the sub-advisor
to be of comparable quality. If a bond is rated differently among NRSROs
(commonly referred to as ”split-rated”),
the sub-advisor can consider the bond to have the higher credit rating. The Fund
may invest an unlimited amount
of its total assets in non-investment-grade debt securities. Although the
sub-advisor considers credit ratings in selecting investments for the Fund, it
makes
investment decisions based on its own credit analysis rather than an NRSRO’s
credit rating. In making such evaluations, the sub-advisor considers,
among
other attributes, the issuer’s financial resources and operating history; its
sensitivity to economic conditions and trends; its debt maturity schedules and
borrowing
requirements; and the relative value of the investment based on anticipated cash
flows, interest- and asset-coverage metrics.
To a lesser extent, the Fund
may also invest in higher-quality municipal bonds when yield spreads are narrow
and the sub-advisor believes that the higher yields available in lower-quality
bonds do not compensate for the increased risk, or when, in the opinion of the
sub-advisor, there is a lack of medium- and lower-quality bonds in
which to invest.
The
sub-advisor determines the desired duration and maturity profile of the Fund’s
holdings based on its view of interest rates. The Fund may invest in
instruments
of any maturity, although it will generally seek instruments with
remaining maturities of 5 to 30
years.
In
selecting investments for the Fund, the sub-advisor begins with top-down macro
themes, including sector outlook, geographic strength, economic conditions,
interest rate expectations, and credit spread dynamics. Within these macro
views, the sub-advisor seeks to capture a broad range of credit opportunities
through bottom-up fundamental research, evaluating factors such as debt profile,
liquidity, profitability, management quality, security and covenant
protections, and socioeconomic trends, among other factors. The sub-advisor
generally emphasizes yield-oriented opportunities to help maximize the
Fund’s tax efficiency and minimize taxable capital gains. In constructing the
portfolio, the sub-advisor also monitors state- and sector-level exposures and
single
issuer allocations as it seeks to manage concentration risk and maintain
diversification.
The Fund does not expect to concentrate its investments in any single
state, territory, possession or
industry.
Prospectus
– Fund Summary1
Municipal
bonds in which the Fund may invest include, but are not limited to, revenue
bonds, general obligation bonds, auction rate securities, private activity
bonds
(“PABs”), moral obligation bonds, municipal notes, municipal commercial paper,
municipal lease obligations and tender-option
bonds.
Revenue
bonds are payable only from specific sources, such as the revenue from a
particular project, special taxes, certain lease payments, or other appropriated
funds. Revenue bonds may include private-activity bonds (or “PABs”) that finance
private initiatives, such as housing bonds that finance pools of single-family
mortgages; student-loan bonds that finance student loans; education bonds that
finance charter schools; and health care bonds that finance hospitals
and other medical facilities. Revenue
bonds may be issued as commercial paper, notes, lease obligations, or
tender-option bonds. A moral obligation bond
is a revenue-backed instrument where a state or municipality “morally” – but not
legally – pledges to appropriate funds to replenish a debt service reserve
fund if projected revenues fall short. A municipal lease obligation is issued to
finance the acquisition of equipment and facilities. A municipal tender-option
bond is a structured product that divides a bond into short-term, floating-rate
certificates with a tender option and longer-term, inverse floating-rate
securities. The Fund will invest in tender-option floaters and is not expected
to hold inverse floaters. The Fund may have significant exposure to the
Health Care and Education sectors. Health Care includes industries such as
hospitals, hospital districts, continuing care retirement communities, nursing
homes,
and assisted living, among others. Education includes charter schools, school
districts, and higher education facilities, among others. However, as the
sector
composition of the Fund’s portfolio changes over time, the Fund’s exposure to
the Health Care and Education sectors may decline, and the Fund’s exposure
to other market sectors may increase.
The
debt securities held by the Fund may be in the form of general obligation bonds,
debentures, zero-coupon securities, and callable securities. A general
obligation
bond is secured by the full faith and credit of its issuer, while a debenture is
unsecured. A zero-coupon security does not make periodic interest payments.
A callable security may be redeemed, or called, by the issuer prior to maturity
date, ceasing interest payments. The Fund can invest in securities that
are
not registered with
the Securities and Exchange Commission and
thus restricted in their ability to be
traded.
In
determining whether to sell a security, the sub-advisor uses similar analysis as
it employs when purchasing securities. The analysis generally begins with an
outlook
on the credit quality and relative value of the instrument followed
by macroeconomic
and sector-related considerations. Securities may also be sold to rebalance
the Fund’s holdings, to take advantage of more attractive investment
opportunities, or to raise cash.
Principal
Risks
There
is no assurance that the Fund will achieve its investment objective, and you
could lose part or all of your investment in the Fund.
The
Fund is not designed
for investors who need an assured level of current income and is intended to be
a long-term investment. The Fund is not a complete investment
program and may not be appropriate for all investors. Investors should carefully
consider their own investment goals and risk tolerance
before investing in the Fund.
The principal risks of investing in the Fund listed below are presented in
alphabetical order and not in order of importance
or potential exposure. 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.
Callable
Securities Risk
The
Fund may invest in fixed-income securities with call features. A call feature
allows the issuer of the security to redeem or call the security prior to its
stated maturity
date. In periods of falling interest rates, issuers may be more likely to call
in securities that are paying higher coupon rates than prevailing interest
rates.
In the event of a call, the Fund would lose the income that would have been
earned to maturity on that security, and the proceeds received by the Fund
may
be invested in securities paying lower coupon rates and may not benefit from any
increase in value that might otherwise result from declining interest
rates.
Counterparty
Risk
The
Fund is subject to the risk that a party or participant to a transaction, such
as a broker, will be unwilling or unable to satisfy its obligation to make
timely principal,
interest or settlement payments or to otherwise honor its obligations to the
Fund.
Credit
Risk
The
Fund is subject to the risk that the issuer, 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 default completely. Changes in the actual or perceived
creditworthiness
of an issuer, or a downgrade or default affecting any of the Fund’s securities,
could affect the Fund’s performance. Generally, the longer the maturity
and the lower the credit quality of a security, the more sensitive it is to
credit risk.
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.
Debentures
Risk
Debentures
are unsecured debt securities. The holder of a debenture is protected only by
the general creditworthiness of the issuer. The
Fund may invest in both
corporate and government debentures.
Exchange-Traded
Funds (“ETFs”) Risk
As
an ETF, the Fund is subject to the following
risks:
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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. |
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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
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2Prospectus
– Fund Summary
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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. |
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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. |
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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. |
High-Yield
Securities Risk
Exposure
to high-yield, below investment-grade securities (commonly referred to as “junk
bonds”) generally involves significantly greater risks than an investment
in investment grade securities. High-yield debt securities may fluctuate more
widely in price and yield and may fall in price when the economy is weak
or expected to become weak. These securities also may be difficult to sell at
the time and price the Fund desires. High-yield securities are considered to
be
speculative with respect to an issuer’s ability to pay interest and principal
and carry a greater risk that the issuers of lower-rated securities will default
on the timely
payment of principal and interest. High-yield securities may experience greater
price volatility and less liquidity than investment grade securities. Issuers
of
securities that are in default or have defaulted may fail to resume principal or
interest payments, in which case the Fund may lose its entire
investment.
Interest
Rate Risk
Generally,
the value of investments with interest rate risk, such as fixed-income
securities, 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
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 are also affected by their durations.
Fixed-income securities 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 8 years, a 1% increase in interest rates could be expected to result in an 8%
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
An
investment in the Fund is not a deposit with a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government
agency.
When you sell your shares of the Fund, they could be worth less than what you
paid for them. Therefore, you may lose money by investing
in the Fund.
Issuer
Risk
The
value of, and/or the return generated by, a security may decline for a number of
reasons that directly relate to the issuer, such as management performance,
financial leverage and reduced demand for the issuer’s goods or services, as
well as the historical and prospective earnings of the issuer and the
value
of its assets.
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. For
example, liquidity risk may be magnified in rising
interest rate environments in the event of higher than normal redemption
rates. 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. 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. During a general downturn in the securities markets, multiple
asset classes
may decline in value simultaneously. Even when certain securities prices have
generally increased over time, there have been periods of price decreases
during
those times, resulting in losses for investors, which are likely to occur again
in the future.
Geopolitical
and other events, including war, terrorism, trade disputes, pandemics, public
health crises, natural disasters, and cybersecurity incidents, have led,
and
in the future may continue to lead, to general instability in world economies
and markets and reduced liquidity in securities, which may negatively affect
the
value of your investment.
Policies
established by the U.S. government and/or Federal Reserve and economic and
political circumstances within the U.S. and abroad, such as inflation,
changes
in interest rates, recessions, changes in government leadership, a government’s
inability to agree on a budget, high public debt, 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 negatively affect investor and
consumer confidence and may negatively impact financial markets and the
broader
economy, perhaps suddenly and to a significant
degree.
Prospectus
– Fund Summary3
Markets
and market participants are increasingly reliant upon public and proprietary
data and systems. Data or technology malfunctions and inaccuracies may
disrupt
markets and lead to negative consequences for market participants like the
Fund.
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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. The economies of all nations, including the
U.S., are subject to the risks of slowing global economic growth,
protectionist trade
policies, inflationary pressures, limits imposed by international trade
and security agreements, political or economic dysfunction, poor consumer
sentiment,
and reduced demand for goods due to fluctuating commodity prices and
currency values, and these risks may create significant market volatility
in
ways that cannot be foreseen at the present time. These economic risks
could have a negative impact on the Fund’s investments. The
U.S. Federal Reserve and certain foreign central banks have started to
lower interest rates, though economic or other factors could stop or
reverse such changes.
It is difficult to accurately predict the various economic and political
factors that influence 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. Changes in interest rates
could
lead to an economic slowdown in the U.S. and abroad, significant market
volatility and reduced liquidity in certain sectors of the
market. Tensions,
war, or open conflict between nations, such as among
the United States, Israel and Iran, between
Russia and Ukraine, otherwise
in
the Middle East
or in eastern Asia could affect the economies of many nations, including
the United States
and may contribute to increased volatility and uncertainty in the
financial markets. The extent and
duration of ongoing hostilities and related
sanctions and the repercussions of such events
cannot be predicted. Those events
have
presented and could continue to present
material uncertainty and risk with respect to markets globally,
including in the oil and gas markets and potentially
other industries and sectors, and
the performance of the Fund and its investments or operations could be
negatively impacted. Advancements
in technology, including advanced development and increased regulation of
artificial intelligence, may adversely impact market movements
and
liquidity. As artificial intelligence is used more widely, which can occur
relatively rapidly, the profitability and growth of certain issuers and
industries may
be negatively impacted in ways that cannot be foreseen and could adversely
impact issuer and market performance. As a consequence, the Fund’s
holdings
and its overall performance could be negatively impacted. Global
climate change may affect 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. The impacts of legislation, regulation
and international accords related to climate change, as well as any
indirect consequences
that may not be foreseen, may negatively impact certain issuers,
industries and
regions. |
Municipal
Securities Risk
Municipal
securities could be affected by adverse political and legislative changes. The
ability of a municipal issuer to make payments can be affected by uncertainties
in the municipal securities market, including: litigation; the strength of the
local or national economy; the issuer’s ability to raise revenues through
tax or other means; budgetary constraints of local, state and federal
governments upon which the issuer may be relying for funding; a legislature’s
willingness
or ability to appropriate funds needed to pay municipal securities obligations;
the bankruptcy of the issuer; adverse political and legislative changes,
including to eliminate or limit the tax-exempt status of municipal bond interest
or dividends; and other changes in the financial condition of a municipality.
At times, municipal issuers have defaulted on obligations or commenced
insolvency proceedings. Financial difficulties of municipal issuers may
continue
or get worse in the future. Reductions in tax rates may make municipal
securities less attractive in comparison to taxable bonds. In
addition, the Fund’s
investments in municipal securities are subject to the following
risks:
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Auction
Rate Securities Risk.
Auction rate securities are bonds whose interest rates are set at
specified intervals through an auction process where all holders
of
the auction rate securities receive the same rate. Holders of auction rate
securities rely on the liquidity generated by the auction, and there is a
risk that an
auction will fail due to insufficient demand for the securities. If an
auction fails, an auction rate security may become illiquid until a
subsequent successful
auction is conducted, the issuer redeems the issue, or a secondary market
develops. |
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General
Obligation Bonds Risk.
A general obligation bond is secured by the full faith, credit and taxing
power of the issuing municipality, not revenues from a
specific project or source. Consequently, timely payments depend on the
issuer’s credit quality, ability to raise tax revenues and ability to
maintain an adequate
tax base. A municipality in which the Fund invests may experience
significant financial difficulties, including bankruptcy or default, which
may negatively
impact the Fund. |
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Municipal
Commercial Paper and Notes Risk.
Municipal commercial paper and notes are unsecured short-term obligations
issued by a state or municipality. These
usually are general obligations of the issuer and are sold in anticipation
of a bond sale, collection of taxes, or receipt of other revenues. Payment
of these
is dependent upon the issuer’s receipt of the anticipated revenues.
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Municipal
Lease Obligations Risk.
Municipal lease obligations typically are not fully backed by a
municipality’s credit and thus interest thereon may become taxable
if the lease is assigned, which may reduce the value of the Fund’s
investment. While the issuer does not pledge its taxing power for payment
of the lease
obligation, the lease obligation is secured by the leased property.
However, if the issuer of a lease obligation does not fulfill its payment
obligation, it may
be difficult to sell the property, and the proceeds of a sale may not
cover the loss incurred by the
Fund. |
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Private
Activity Bonds Risk.
The issuers of private activity bonds in which the Fund may invest may be
negatively impacted by conditions affecting either the general
credit of the user of the private activity project or a project itself.
The Fund’s private activity bond holdings also may pay interest subject to
the alternative
minimum tax. See the section of the Prospectus entitled “About Your
Investment-Distributions and Taxes” for more
details. |
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Revenue
Obligations Risk.
Payments of interest and principal on revenue obligations are made only
from the revenues generated by a particular facility or class
of facilities or the proceeds of a special tax or other revenue source.
These payments depend on the money earned by the particular facility or
class of facilities,
or the amount of revenues derived from another source. Revenue obligations
are not a debt or liability of the local or state government and do
not
obligate that government to levy or pledge any form of taxation or to make
any appropriation for
payment. |
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Moral
Obligation Bonds Risk.
A moral obligation bond is a type of revenue bond with a non-binding
commitment by the state or municipality to pay principal
and interest if revenues from a project are insufficient to make such
payments. There is a risk that the state or municipality may not approve
such
payments or may delay such payments since there is no legal obligation by
the state or municipality to make such
payments. |
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Tender-Option
Bond Floaters Risk.
Tender option bond floaters are created when municipal bonds are deposited
into a trust or other special purpose vehicle, which
issues two classes of certificates with varying economic interests one of
which is tender option bond floaters. These are floating rate certificates
that receive
tax-exempt interest based on short-term rates and its holders may tender
the certificates to the trust at face value. Investments in tender option
bond
floaters expose the Fund to variable and floating rate securities risk. A
trust may be terminated if, for example, the issuer of the underlying bond
defaults
on interest payments or the credit rating assigned to the issuer of the
underlying bond is
downgraded. |
4Prospectus
– Fund Summary
New
Fund Risk
The
Fund had not commenced operations prior to the date of this Prospectus. The
current performance of the Fund may not represent how it is expected to,
or
may, perform in the long term if and when it becomes larger and has fully
implemented its investment strategies. Investment positions may have a
disproportionate
impact (negative or positive) on the Fund’s performance. The Fund may also
require a period of time before it is invested in securities that meet
its investment objectives and policies and achieves a representative portfolio
composition. Fund performance may be lower or higher during this “ramp-up”
period, and may also be more volatile, than would be the case after the Fund is
fully invested. Similarly, the Fund’s investment strategies may require
a longer period of time to show returns that are representative of the
strategies. As a new ETF, the Fund may experience low trading volume and wide
bid-ask
spreads.
Restricted
Securities Risk
Securities
not registered in the U.S. under the Securities Act of 1933, as amended (the
“Securities Act”), or in non-U.S. markets pursuant to similar regulations,
including “Section 4(a)(2)” securities and “Rule 144A” securities, are
restricted as to their resale. Such securities may not be listed on an
exchange
and may have no active trading market. The prices of these securities may be
more difficult to determine than publicly traded securities and these
securities
may involve heightened risk as compared to investments in securities of publicly
traded companies. They may be more difficult to purchase or sell at an
advantageous time or price because such securities may not be readily marketable
in broad public markets or may have to be held for a certain time period
before
they can be resold. The Fund may not be able to sell a restricted security when
the sub-advisor considers it desirable to do so and/or may have to sell
the
security at a lower price than the Fund believes is its fair market value. In
addition, transaction costs may be higher for restricted securities and the Fund
may
receive only limited information regarding the issuer of a restricted security.
The Fund may have to bear the expense of registering restricted securities for
resale
and the risk of substantial delays in effecting the
registration.
Sector
Risk
When
the Fund focuses its investments in certain sectors of the economy, its
performance could fluctuate more widely than if the Fund were invested more
evenly
across sectors. Issuers in the same economic sector may be similarly affected by
economic or market events, making the Fund more vulnerable to unfavorable
developments in that economic sector than funds that invest more broadly.
Additionally, individual sectors may be more volatile, and may perform
differently, than the broader market. As the Fund’s portfolio changes over time,
the Fund’s exposure to a particular sector may become higher or lower.
|
■ |
Education
Sector Risk.
The Fund may invest a significant portion of its assets in education
bonds. In general, there are two types of bonds that are associated
with the education sector: those that are issued to finance projects for
public and private colleges and universities, and those that represent
pooled
interests in student loans. Bonds issued to supply educational
institutions with funds are subject to the risk of unanticipated revenue
decline, primarily
the result of decreasing student enrollment or decreased state and federal
funding. Factors that may lead to declining or insufficient revenues
include
restrictions on students’ ability to pay tuition, availability of state
and federal funding, and general economic conditions. Student loan revenue
bonds
are generally offered by state (or sub-state) authorities or commissions
and are backed by pools of student loans. Risks associated with student
loan revenue
bonds include rate of student loan defaults, seasoning of the loan
portfolio, student repayment deferral periods of forbearance, potential
changes in
federal legislation, state guarantee agency reimbursements, and continued
federal interest and other program subsidies currently in
effect. |
|
■ |
Health
Care Sector Risk.
The Fund may invest in bonds issued by state or local authorities that are
secured by the revenues of health care facilities, including life
care facilities, nursing homes and hospitals. A major source of revenue
for the health care industry is payments from Medicare and Medicaid
programs, and
the industry is sensitive to legislative changes and reductions in
governmental spending for such programs. Other factors that may affect the
health care
sector and the value and credit quality of health care bonds include
general and local economic conditions, demand for services, expenses
(including malpractice
insurance premiums), and competition among health care providers. Health
care facility operations may be adversely affected by national or
state-specific
health insurance exchanges; other national, state, or local health care
reforms; medical and technological advances that may alter the need for
health
services or how such health services are delivered; changes in medical
coverage altering the traditional fee-for-service revenue stream; efforts
to reduce
the costs of health insurance and health-care services; and increases and
decreases in the cost and availability of medical
products. |
Secured,
Partially Secured and Unsecured Obligation Risk
Debt
obligations may be secured, partially secured or unsecured. Interests in secured
and partially-secured obligations have the benefit of collateral and,
typically,
of restrictive covenants limiting the ability of the borrower to further
encumber its assets. However, there is no assurance that the liquidation of
collateral
from a secured or partially-secured obligation would satisfy the borrower’s
obligation, or that the collateral can be liquidated. Furthermore, there is a
risk
that the value of any collateral securing an obligation in which the Fund has an
interest may decline and that the collateral may not be sufficient to cover
the
amount owed on the obligation. In the event the borrower defaults, the Fund’s
access to the collateral may be limited or delayed by bankruptcy or other
insolvency
laws. Unsecured debt, including senior unsecured and subordinated debt, will not
be secured by any collateral and will be effectively subordinated to
a borrower’s secured indebtedness (to the extent of the collateral securing such
indebtedness). With respect to unsecured obligations, the Fund lacks any
collateral
on which to foreclose to satisfy its claim in whole or in part. Such instruments
generally have greater price volatility than that of fully secured holdings
and may be less liquid.
Securities
Selection Risk
Securities
selected for the Fund may not perform to expectations. This could result in the
Fund’s underperformance compared to its performance index(es), or other
funds with similar investment objectives or
strategies.
Tax
and Political Risk
There
is no guarantee that the Fund’s income will be exempt from U.S. federal income
taxes and the federal AMT. The sub-advisor relies on prospectus disclosure
of the tax opinion from the bond issuer’s counsel as to the tax-exempt status of
the investment. None of the Manager, the sub-advisor or the Fund guarantees
that these opinions are correct, and there is no assurance that the U.S.
Internal Revenue Service (“IRS”) will agree with the bond issuer’s counsel’s
tax
opinion. Interest payments from a security could become federally taxable,
possibly retroactively to the date the security was issued, and the security
could decline
significantly in value. The interest on any money market instruments or other
cash equivalents held by a Fund may be subject to federal, state and
local
income taxation and the federal Medicare contribution
tax.
A
significant restructuring of federal income tax rates, or even serious
discussion on the topic in Congress, could cause municipal bond prices to fall.
The demand
for municipal securities is strongly influenced by the value of tax-exempt
income to investors. Lower income tax rates could reduce the advantage of
owning
municipal securities.
Unrated
Securities Risk
Because
the Fund may purchase securities that are not rated by any rating
organization, the sub-advisor, after assessing their credit quality, may
internally assign
ratings to certain of those securities in categories similar to those of rating
organizations. Unrated securities are subject to the risk that the sub-advisor
Prospectus
– Fund Summary5
may
not accurately evaluate the security’s comparative credit rating. Some unrated
securities may not have an active trading market or may be difficult to
value,
which means the Fund might have difficulty selling them promptly at an
acceptable price. Unrated securities may be subject to greater liquidity risk
and price
volatility.
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.
Variable
and Floating Rate Securities Risk
The
coupons on variable and floating-rate securities are not fixed and may fluctuate
based upon changes in market rates. A variable rate security has a coupon
that is adjusted at pre-designated periods in response to changes in the market
rate of interest on which the coupon is based. The coupon on a floating
rate security is generally based on an interest rate, such as a money-market
index, Secured Overnight Financing Rate (“SOFR”), or a Treasury bill rate.
Variable
and floating rate securities are subject to interest rate risk and credit risk.
As short-term interest rates decline, the coupons on variable and floating-rate
securities typically decrease. Alternatively, during periods of rising
short-term interest rates, the coupons on variable and floating-rate securities
typically
increase. Changes in the coupons of variable and floating-rate securities may
lag behind changes in market rates or may have limits on the maximum
increases
in the coupon rates. The value of variable and floating-rate securities may
decline if their coupons do not rise as much, or as quickly, as interest rates
in
general. Conversely, variable and floating rate securities will not generally
increase in value if interest rates decline. Certain types of variable and
floating rate
instruments may be subject to greater liquidity risk than other debt
securities.
Zero
Coupon Securities Risk
Zero
coupon securities are debt securities that do not make periodic interest
payments prior to maturity or a specified redemption date (or cash payment
date).
Accordingly, zero coupon securities usually trade at a deep discount from their
face or par value and will be subject to greater fluctuations in market
value
in response to changing interest rates than debt obligations of
comparable maturities that make current distribution of interest in cash.
While interest payments
are not made on such securities, the Fund accrues income with respect to these
securities for federal income tax and accounting purposes. Longer term
zero-coupon bonds are more exposed to interest rate risk than shorter term zero
coupon bonds.
Fund
Performance
Performance
information for the Fund is not provided because the Fund had not commenced
operations prior to the date of this Prospectus. Performance information
will be available in the Prospectus after the Fund has been in operation for one
full calendar year. When available, performance for the Fund can be
accessed on the Fund’s website at www.americanbeaconfunds.com.
Past
performance (before and after taxes) is not necessarily an indication of how the
Fund
will perform in the future.
Management
The
Manager
The
Fund has retained American Beacon Advisors, Inc. to serve as its
Manager.
Sub-Advisor
The
Fund’s investment sub-advisor is abrdn Inc.
Portfolio
Managers
|
|
| |
|
abrdn
Inc. |
Jonathan
Mondillo Portfolio
Manager Since
Fund Inception (2026) |
Miguel
Laranjeiro Portfolio
Manager Since
Fund Inception (2026) |
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/products/etfs/american-beacon-aberdeen-municipal-high-income-etf/.
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.
6Prospectus
– Fund Summary
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 to seek to provide a high level of current income
that is not subject to federal income tax.
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
American Beacon Aberdeen Municipal High Income ETF has a fundamental
policy to invest under normal circumstances at least 80% of its net assets (plus
the
amount of any borrowings for investment purposes) in a diversified portfolio of
tax-exempt municipal bonds.
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, |
|
■ |
monitors
and evaluates the sub-advisor’s investment
performance, |
|
■ |
monitors
the sub-advisor’s compliance with the Fund’s investment objective,
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,
abrdn Inc. (“Aberdeen”). Aberdeen has full discretion to purchase and sell
securities
for the Fund in accordance with the Fund’s objective,
policies, restrictions and more specific strategies provided by the Manager. The
Manager oversees
the sub-advisor but does not reassess individual security selections made by the
sub-advisor for the Fund.
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.
Municipal
Securities
The
Fund’s investments in, or exposure to, municipal securities instruments may
include:
|
■ |
Auction
Rate Securities.
Auction rate securities are bonds whose interest rates are reset at
specified intervals through an auction process designed to determine
a single rate that enables purchases and sales of the auction rate
securities to take place at par. Provided that the auction is successful,
auction rate
securities would permit the holder to sell the securities in an auction at
par value at specified intervals. |
|
■ |
General
Obligation Bonds.
General obligation bonds are municipal securities that are backed by the
full faith and credit of a state or local government issuer possessing
taxing power and are payable from the issuer’s general unrestricted
revenues, and not from any particular fund or source. The characteristics
and method
of enforcement of general obligation bonds may vary according to the law
applicable to a particular issuer, and payment maybe dependent upon
appropriation
by the issuer’s legislative body. |
|
■ |
Municipal
Commercial Paper and Notes.
Municipal commercial paper and notes are unsecured short-term obligations
issued by a state or municipality. |
|
■ |
Municipal
Lease Obligations.
Municipal lease obligations are obligations issued by state and local
governments to finance the acquisition of equipment and facilities.
Municipal lease obligations may take the form of a lease, an installment
purchase contract, or a participation interest in any of the
above. |
|
■ |
Private
Activity Bonds.
Private activity bonds are revenue bonds that finance private initiatives,
such as housing bonds that finance pools of single-family mortgages;
student-loan bonds that finance student loans; education bonds that
finance charter schools; and health care bonds that finance hospitals and
other
medical facilities. They may also include tobacco bonds issued by
state-created special-purpose entities that securitize a state’s
share of tobacco-settlement
revenues. |
Prospectus
– Additional Information About the Fund7
|
■ |
Revenue
Obligations.
Revenue bonds are payable only from specific sources, such as the revenue
from a particular project, special taxes, certain lease payments,
or other appropriated funds. |
|
■ |
Moral
Obligation Bonds.
A moral obligation bond is a type of revenue bond with a non-binding
commitment by the state or municipality to pay principal and
interest if revenues from a project are insufficient to make such
payments. This payment generally requires appropriation by the state
legislature or municipal
authority, which is not legally
required. |
|
■ |
Tender-Option
Bond Floaters.
Tender option bond floaters are created when municipal bonds are deposited
into a trust or other special purpose vehicle, which
issues two classes of certificates with varying economic interests one of
which is tender option bond floaters. These are floating rate certificates
that receive
tax-exempt interest based on short-term rates and its holders may tender
the certificates to the trust at face value. Investments in tender option
bond
floaters expose the Fund to variable and floating rate securities risk. A
trust may be terminated if, for example, the issuer of the underlying bond
defaults
on interest payments or the credit rating assigned to the issuer of the
underlying bond is downgraded. |
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.
Callable
Securities Risk
The
Fund may invest in fixed-income securities with call features. A call feature
allows the issuer of the security to redeem or call the security prior to its
stated maturity
date. In periods of falling interest rates, issuers may be more likely to call
in securities that are paying higher coupon rates than prevailing interest
rates.
In the event of a call, the Fund would lose the income that would have been
earned to maturity on that security, the proceeds received by the Fund
may
be invested in securities paying lower coupon rates or other less favorable
characteristics, and the Fund may not benefit from any increase in value that
might
otherwise result from declining interest rates. Thus, the Fund’s income could be
reduced as a result of a call and this may reduce the amount of the Fund’s
distributions. In addition, the market value of a callable security may decrease
if it is perceived by the market as likely to be called, which could have a
negative
impact on the Fund’s total return.
Counterparty
Risk
The Fund
is subject to the risk that a party or participant to a transaction, such as a
broker or derivative counterparty, will be unwilling or unable to satisfy its
obligation
to make timely principal, interest or settlement payments or to otherwise honor
its obligations to the Fund. As a result, the Fund may not recover
its
investment or may only obtain a limited recovery, and any recovery may be
delayed. Not all derivative transactions require a counterparty to post
collateral, which
may expose the Fund to greater losses in the event of a default by a
counterparty.
Credit
Risk
The
Fund is subject to the risk that the issuer, 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 default completely. There are varying degrees of credit risk,
depending
on the financial condition of an issuer, guarantor, or counterparty, as well as
the terms of an obligation, which may be reflected in the credit rating
of
the issuer, guarantor, or counterparty. The
strategies utilized by the sub-advisor require accurate and detailed
credit analysis of issuers and there can be no assurance
that its analysis will be accurate or complete. The Fund may be subject to
substantial losses in the event of credit deterioration or bankruptcy of one
or
more issuers in its portfolio. Financial strength and solvency of an issuer are
the primary factors influencing credit risk. In addition, inadequacy of
collateral or
credit enhancement for a debt instrument may affect its credit risk. Credit risk
may change over the life of an instrument and debt obligations which are
rated
by rating agencies may be subject to downgrade. The credit ratings of debt
instruments and investments represent the rating agencies’ opinions regarding
their credit quality, are not a guarantee of future credit performance of such
securities, are not a guarantee of quality and do not protect against a
decline
in the value of a security. Rating agencies attempt to evaluate the safety of
the timely payment of principal and interest (or dividends) and do not
evaluate
the risks of fluctuations in market value. The ratings assigned to securities by
rating agencies do not purport to fully reflect the true risks of an
investment.
A decline in the credit rating of an individual security held by the Fund may
have an adverse impact on its price and may make it difficult for the
Fund
to sell it. Rating agencies might not always change their credit rating on an
issuer or security in a timely manner to reflect events that could affect the
issuer’s
ability to make timely payments on its obligations. Changes in the actual or
perceived creditworthiness of an issuer, or a downgrade or default affecting
any of the Fund’s securities, could affect the Fund’s performance. Generally,
the longer the maturity and the lower the credit quality of a security, the
more
sensitive it is to credit risk.
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
8Prospectus
– Additional Information About the Fund
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.
Debentures
Risk
In
the event of a default or bankruptcy by the issuer, as unsecured creditors,
debenture holders will not have a claim against any specific assets of the
issuer and
will therefore only be paid from the issuer’s assets after the secured creditors
have been paid. The Fund is subject to the risk that the value of a debenture
will
fluctuate with changes in interest rates and the perceived ability of the issuer
to make interest or principal payments on time.
Exchange-Traded
Funds (“ETFs”) Risk
As
an ETF, the Fund is subject to the following risks:
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■ |
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. |
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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. |
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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. |
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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
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. |
High-Yield
Securities Risk
Exposure
to high-yield securities (commonly referred to as ‘’junk bonds’’) generally
involves significantly greater risks of loss of your money than an investment
in
investment-grade securities. Compared with issuers of investment grade
securities, issuers of high-yield securities are more likely to encounter
financial difficulties
and to be materially affected by these difficulties. High-yield debt securities
may fluctuate more widely in price and yield and may fall in price when
the
economy is weak or expected to become weak. These securities also may be
difficult to sell at the time and price the Fund desires. High-yield
securities are considered
to be speculative with respect to an issuer’s ability to pay interest and
principal and carry a greater risk that issuers of lower-rated securities will
default
on the timely payment of principal or interest. Rising interest rates may
compound these difficulties and reduce an issuer’s ability to repay principal
and interest
obligations. Issuers of lower-rated securities also have a greater risk of
default or bankruptcy. Issuers of securities that are in default or have
defaulted may
fail to resume principal or interest payments, in which case the Fund may
lose its entire investment. Below-investment-grade securities may experience
greater
price volatility and less liquidity than investment-grade
securities.
Prospectus
– Additional Information About the Fund9
Lower-rated
securities are subject to certain risks that may not be present with investments
in higher-grade securities. The lower rating of certain high-yielding
corporate
income securities reflects a greater possibility that the financial condition of
the issuer or adverse changes in general economic conditions may impair
the ability of the issuer to pay income and principal. Changes by credit rating
agencies in their ratings of a fixed-income security also may affect the
value
of these investments. However, allocating investments among securities of
different issuers could reduce the risks of owning any such securities
separately.
The prices of these high-yield securities tend to be less sensitive to interest
rate changes than investment-grade investments, but more sensitive to
adverse
economic changes or individual corporate developments. During economic downturns
or periods of rising interest rates, highly leveraged issuers may experience
financial stress that adversely affects their ability to service principal and
interest payment obligations, to meet projected business goals or to
obtain
additional financing, and the markets for their securities may be more volatile.
If an issuer defaults, the Fund may incur additional expenses to seek
recovery.
Additionally, accruals of interest income for the Fund may have to be
adjusted in the event of default. In the event of an issuer’s default,
the Fund may
write off prior income accruals for that issuer, resulting in a reduction in
the Fund’s current dividend payment. Frequently, the higher yields of
high-yielding
securities may not reflect the value of the income stream that holders of such
securities may expect, but rather the risk that such securities may lose
a substantial portion of their value as a result of their issuer’s financial
restructuring or default.
The
credit rating of a security may not accurately reflect the actual credit risk
associated with such a security. The creditworthiness of issuers of these
securities may
be more complex to analyze than that of issuers of investment grade debt
securities, and the overreliance on credit ratings may present additional
risks.
Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of such securities, especially
in
a thinly traded or illiquid market. To the extent the Fund owns or may acquire
illiquid or restricted high-yield securities or unrated securities of comparable
quality,
these securities may involve special registration responsibilities, liabilities,
costs, and liquidity and valuation difficulties.
Interest
Rate Risk
Investments
in fixed-income securities 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, will move in the opposite direction as
movements in interest rates. For example, the value of the Fund’s fixed-income
investments
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 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 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 three years, a 1% increase
in interest rates could be expected to result in a 3% 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. Changing
interest rates may have unpredictable effects on markets, may result in
heightened market volatility
and may detract from Fund performance to the extent a Fund is exposed to such
interest rates. In a low interest rate environment, some investors may
seek to reallocate assets to other income-producing assets. This may cause the
price of such higher yielding instruments to rise and may limit a Fund’s
ability
to locate fixed income instruments containing the desired risk/return
profile.
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 share price of the Fund fluctuates, which means that when
you
sell your shares of the Fund, they could be worth less than what you paid
for them. Therefore, you may lose money by investing in
the Fund.
Issuer
Risk
The
value of, and/or the return generated by, a security may decline for a number of
reasons that directly relate to the issuer, such as management performance,
financial leverage and reduced demand for the issuer’s goods or services, as
well as the historical and prospective earnings of the issuer and the
value
of its assets. When the issuer of a security implements strategic initiatives,
including mergers, acquisitions and dispositions, there is the risk that the
market
response to such initiatives will cause the share price of the issuer’s
securities to fall. An individual security may be more volatile, and may perform
differently,
than the market as a whole.
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. For
example, liquidity risk may be magnified in rising interest rate environments in
the event of higher than normal redemption
rates.
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. 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. 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. 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. During a general downturn
in the securities markets, multiple asset classes may decline in value
simultaneously. 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. 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. 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
10Prospectus
– Additional Information About the Fund
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. Changes in the financial
condition of a single issuer or market segment also can impact the market as a
whole.
Geopolitical
and other events, including war, terrorism, economic uncertainty, trade
disputes, pandemics, public health crises, natural disasters, and cybersecurity
incidents, have led, and in the future may continue to lead, to general
instability in world economies and markets and reduced liquidity in securities,
which may negatively 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.
Policies
established by the U.S. government and/or Federal Reserve and economic and
political circumstances within the U.S. and abroad, such as inflation,
changes
in interest rates, recessions, changes in government leadership, a government’s
inability to agree on a budget, high public debt, 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. 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.
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.
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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. The economies of all nations, including the
U.S., are subject to the risks of slowing global economic growth,
protectionist trade
policies, inflationary pressures, limits imposed by international trade
and security agreements, political or economic dysfunction, poor consumer
sentiment,
and reduced demand for goods due to fluctuating commodity prices and
currency values, and these risks may create significant market volatility
in
ways that cannot be foreseen at the present time. These economic risks
could have a negative impact on the Fund’s investments. 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 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. The
U.S. Federal Reserve and certain foreign central banks have started to
lower interest rates, though economic or other factors could stop or
reverse such changes.
It is difficult to accurately predict the various economic and political
factors that influence 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. Changes in interest rates
could
lead to an economic slowdown in the U.S. and abroad, significant market
volatility and reduced liquidity in certain sectors of the market.
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 (including
cyber warfare) or
open conflict between nations, such as among
the United States, Israel and Iran, between
Russia and Ukraine, otherwise
in
the Middle East or in eastern Asia could affect the economies of many
nations, including the United States
and may contribute to increased volatility
and uncertainty in the financial markets. The extent and
duration of ongoing hostilities and related
sanctions and the repercussions of such events, including
the potential for cyber warfare, remain uncertain and
cannot be predicted. Those events have
presented and could continue to present
material uncertainty
and risk with respect to markets globally,
including in the oil and gas markets and potentially other industries and
sectors, 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
such regulations is not currently known, and certain regulatory 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, and adversely impact
performance. Additionally, it is possible such 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. 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, which
can occur relatively
rapidly, the profitability and growth of certain issuers and industries
may be negatively impacted in ways that cannot be foreseen and could
adversely
impact issuer and market performance. As a consequence, the Fund’s
holdings and its overall performance could be negatively
impacted. 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
|
Prospectus
– Additional Information About the Fund11
|
|
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. Global
climate change potentially may affect 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. |
Municipal
Securities Risk
The
value of municipal securities, and the ability of a municipal issuer to make
payments, can be affected by uncertainties in the municipal securities market,
including:
litigation; the strength of the local or national economy; the issuer’s ability
to raise revenues through tax or other means; budgetary constraints of
local,
state and federal governments upon which the issuer may be relying for funding;
a legislature’s willingness or ability to appropriate funds needed to pay
municipal
securities obligations; the bankruptcy of the issuer; adverse political and
legislative changes, including to eliminate or limit the tax-exempt status of
municipal
bond interest or dividends; and other changes in the financial condition of a
municipality.
Municipal
securities and their issuers may be more susceptible to downgrade, default and
bankruptcy as a result of economic stress. Factors contributing to the
economic stress on municipalities may include lower property tax collections as
a result of lower home values, lower sales tax revenue as a result of
consumers
cutting back spending, and lower income tax revenue as a result of a higher
unemployment rate. In addition, since some municipal obligations may
be secured or guaranteed by banks and other institutions, the risk to the
Fund could increase if the banking or financial sector suffers an economic
downturn
and/or if the credit ratings of the institutions issuing the guarantee are
downgraded or at risk of being downgraded by a national rating organization.
If such events were to occur, the value of the security could decrease or the
value could be lost entirely, and it may be difficult or impossible for
the
Fund to sell the security at the time and the price that normally prevails in
the market. At times, municipal issuers have defaulted on obligations or
commenced
insolvency proceedings. Financial difficulties of municipal issuers may continue
or get worse in the future. Reductions in tax rates may make municipal
securities less attractive in comparison to taxable bonds. Some obligations may
be difficult to trade or interest payments may be tied only to a specific
stream of revenue. In
addition, the Fund’s investments in municipal securities are subject to the
following risks:
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Auction
Rate Securities Risk.
Auction rate securities are variable rate bonds whose interest rates are
reset at specified intervals through a “Dutch” auction process.
A “Dutch” auction is a competitive bidding process designed to determine a
single uniform clearing rate that enables purchases and sales of the
auction
rate securities to take place at par. All accepted bids and holders of the
auction rate securities receive the same rate. Auction rate securities
holders rely
on the liquidity generated by the auction. There is a risk that an auction
will fail due to insufficient demand for the securities. If an auction
fails, an auction
rate security may become illiquid until a subsequent successful auction is
conducted, the issuer redeems the issue, or a secondary market
develops. |
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General
Obligation Bonds Risk.
A general obligation bond is secured by the full faith, credit and taxing
power of the issuing municipality, not revenues from a
specific project or source. Consequently, timely payments depend on the
issuer’s credit quality, ability to raise tax revenues and ability to
maintain an adequate
tax base. The taxing power of a municipality may be limited by provisions
of constitutions or laws and a municipality’s credit will depend on many
factors.
A municipality in which the Fund invests may experience significant
financial difficulties, including bankruptcy or default, which may
negatively impact
the Fund. |
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■ |
Municipal
Commercial Paper and Notes Risk.
Municipal commercial paper is unsecured, likely used to meet the
short-term needs of a municipality, and generally
is repaid from general revenues of the municipality or refinanced with
long-term debt. Municipal notes usually are general obligations of the
issuer and
are sold in anticipation of a bond sale, collection of taxes, or receipt
of other revenues. Payment of these notes is dependent upon the issuer’s
receipt of
the anticipated revenues. |
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■ |
Municipal
Lease Obligations Risk.
Municipal lease obligations typically are not fully backed by a
municipality’s credit and thus interest thereon may become taxable
if the lease is assigned, which may reduce the value of the Fund’s
investment. While the issuer does not pledge its taxing power for payment
of the lease
obligation, the lease obligation is secured by the leased property.
However, if the issuer of a lease obligation does not fulfill its payment
obligation, it may
be difficult to sell the property, and the proceeds of a sale may not
cover the loss incurred by the Fund. |
|
■ |
Private
Activity Bonds Risk.
The issuers of private activity bonds in which the Fund may invest may be
negatively impacted by conditions affecting either the general
credit of the user of the private activity project or a project itself.
Conditions such as regulatory and environmental restrictions and economic
downturns
may lower the need for these facilities and the ability of users of the
project to pay for the facilities. This could cause a decline in the
Fund’s value.
The Fund’s private activity bond holdings also may pay interest subject to
the alternative minimum tax. See the section of the Prospectus entitled
“About
Your Investment-Distributions and Taxes” for more
details. |
|
■ |
Revenue
Obligations Risk.
Payments of interest and principal on revenue obligations are made only
from the revenues generated by a particular facility or class
of facilities or the proceeds of a special tax or other revenue source.
These payments depend on the money earned by the particular facility or
class of facilities,
or the amount of revenues derived from another source. Revenue obligations
are not a debt or liability of the local or state government and do
not
obligate that government to levy or pledge any form of taxation or to make
any appropriation for payment. |
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■ |
Moral
Obligation Bonds Risk.
A moral obligation bond is a type of revenue bond issued by a state or
municipality pursuant to legislation authorizing the establishment
of a reserve fund to pay principal and interest if the issuer is unable to
meet its obligations through current revenues. The establishment of
such
a reserve fund generally requires appropriation by a state legislature,
which is not legally required. The establishment of such a reserve fund is
generally
considered a moral commitment, but not a legal obligation of the state or
municipality that created the issuer. |
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■ |
Tender-Option
Bond Floaters Risk.
Tender option bond floaters are created when municipal bonds are deposited
into a trust or other special purpose vehicle, which
issues two classes of certificates with varying economic interests one of
which is tender option bond floaters. These are floating rate certificates
that receive
tax-exempt interest based on short-term rates and its holders may tender
the certificates to the trust at face value. Investments in tender option
|
12Prospectus
– Additional Information About the Fund
|
|
bond
floaters expose the Fund to variable and floating rate securities risk. A
trust may be terminated if, for example, the issuer of the underlying bond
defaults
on interest payments or the credit rating assigned to the issuer of the
underlying bond is downgraded. |
New
Fund Risk
The
Fund had not commenced operations prior to the date of this Prospectus. The
current performance and expenses of the Fund may not represent how it is
expected
to, or may, perform in the long term if and when it becomes larger and has fully
implemented its investment strategies. Investment positions may have
a disproportionate impact (negative or positive) on the Fund’s performance. The
Fund’s shareholder fees and annual fund operating expenses may also be
higher initially than after it has fully implemented its investment strategies
and attracted sufficient assets to achieve investment and trading efficiencies.
The
Fund may also require a period of time before it is invested in securities that
meet its investment objectives and policies and achieves a representative
portfolio
composition. Fund performance may be lower or higher during this “ramp-up”
period, and may also be more volatile, than would be the case after the
Fund is fully invested. Similarly, the Fund’s investment strategies may
require a longer period of time to show returns that are representative of the
strategies.
Restricted
Securities Risk
Securities
not registered in the U.S. under the Securities Act of 1933, as amended (the
“Securities Act”), or in non-U.S. markets pursuant to similar regulations,
including “Section 4(a)(2)” securities and “Rule 144A” securities, are
restricted as to their resale. Such securities may not be listed on an
exchange
and may have no active trading market. The prices of these securities may be
more difficult to determine than publicly traded securities and these
securities
may involve heightened risk as compared to investments in securities of publicly
traded companies. They may be more difficult to purchase or sell at an
advantageous time or price because such securities may not be readily marketable
in broad public markets, or may have to be held for a certain time period
before they can be resold. The Fund may not be able to sell a restricted
security when the sub-advisor considers it desirable to do so and/or may have
to
sell the security at a lower price than the Fund believes is its fair market
value. A restricted security that was liquid at the time of purchase may
subsequently
become illiquid. In addition, transaction costs may be higher for restricted
securities and the Fund may receive only limited information regarding
the
issuer of a restricted security. The Fund may have to bear the expense of
registering restricted securities for resale and the risk of substantial delays
in effecting
the registration. If, during such a delay, adverse market conditions were to
develop, the Fund might obtain a less favorable price than prevailed at
the
time it decided to seek registration of the security.
Sector
Risk
Sector
risk is the risk associated with the Fund holding a significant amount of
investments in issuers conducting business in a related group of industries
within
the same economic sector, which may be similarly affected by particular economic
or market events. To the extent the Fund has substantial holdings within
a particular sector, the risks to the Fund associated with that sector increase
and the Fund may perform poorly during a downturn in one or more of the
industries within that sector. In addition, when the Fund focuses its
investments in certain sectors of the economy, its performance may be driven
largely by
sector performance and could fluctuate more widely than if the Fund were invested
more evenly across sectors. Individual sectors may be more volatile,
and
may perform differently, than the broader market. The industries that constitute
a sector may all react the same way to economic, political or regulatory
events.
The Fund’s performance could also be adversely affected if the sectors do not
perform as expected. The lack of exposure to one or more industries within
a sector may adversely affect performance. As the Fund’s portfolio changes over
time, the Fund’s exposure to a particular sector may become higher or
lower.
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■ |
Education
Sector Risk.
The Fund may invest a significant portion of its assets in education
bonds, and may be more affected by events influencing the education
sector than a fund that is more diversified across multiple sectors. In
general, there are two types of bonds that are associated with the
education sector:
those that are issued to finance projects for public and private colleges
and universities, and those that represent pooled interests in student
loans. Bonds
issued to supply educational institutions with funds are subject to the
risk of unanticipated revenue decline, primarily the result of decreasing
student enrollment
or decreased state and federal funding. Factors that may lead to declining
or insufficient revenues include restrictions on students’ ability to pay
tuition,
availability of state and federal funding, and general economic
conditions. Student loan revenue bonds are generally offered by state (or
sub-state) authorities
or commissions and are backed by pools of student loans. Risks associated
with student loan revenue bonds include rate of student loan defaults,
seasoning of the loan portfolio, student repayment deferral periods of
forbearance, potential changes in federal legislation, state guarantee
agency
reimbursements, and continued federal interest and other program subsidies
currently in effect. |
|
■ |
Health
Care Sector Risk.
The Fund may invest in bonds issued by state or local authorities that are
secured by the revenues of health care facilities, including life
care facilities, nursing homes and hospitals. A major source of revenue
for the health care industry is payments from Medicare and Medicaid
programs, and
the industry is sensitive to legislative changes and reductions in
governmental spending for such programs. Other factors that may affect the
health care
sector and the value and credit quality of health care bonds include
general and local economic conditions, demand for services, expenses
(including malpractice
insurance premiums), and competition among health care providers. Health
care facility operations may be adversely affected by national or
state-specific
health insurance exchanges; other national, state, or local health care
reforms; medical and technological advances that may alter the need for
health
services or how such health services are delivered; changes in medical
coverage altering the traditional fee-for-service revenue stream; efforts
to reduce
the costs of health insurance and health-care services; and increases and
decreases in the cost and availability of medical
products. |
Secured,
Partially Secured and Unsecured Obligation Risk
Debt
obligations may be secured, partially secured or unsecured. Debt obligations
that are secured with specific collateral of the borrower provide the holder
with
a claim on that collateral in the event that the borrower does not pay scheduled
interest or principal that is senior to that held by any unsecured creditors,
subordinated debt holders and stockholders of the borrower. Obligations that are
fully secured offer the Fund more protection than a partially secured
or unsecured obligation in the event of such non-payment of scheduled interest
or principal.
Interests
in secured obligations have the benefit of collateral and, typically, of
restrictive covenants limiting the ability of the borrower to further encumber
its assets.
However, there is no assurance that the liquidation of collateral from a secured
obligation would satisfy the borrower’s obligation, or that the collateral
can
be liquidated. Furthermore, there is a risk that the value of any collateral
securing an obligation in which the Fund has an interest may decline and
that the
collateral may not be sufficient to cover the amount owed on the obligation. In
most loan agreements there is no formal requirement to pledge additional
collateral.
In the event the borrower defaults, the Fund’s access to the collateral
may be limited or delayed by bankruptcy or other insolvency laws. In addition,
the
collateral securing the obligation may not be recognized for a variety of
reasons, including the failure to make required filings by lenders, trustees or
other responsible
parties and, as a result, the Fund may not have priority over other
creditors as anticipated. Further,
in the event of a default, second lien secured loans
will generally be paid only if the value of the collateral exceeds the amount of
the borrower’s obligations to the first lien secured lenders, and the
remaining
collateral may not be sufficient to cover the full amount owed on the loan in
which the Fund has an interest.
If
an obligation in which the Fund invests, such as a secured loan, is
foreclosed, the Fund could become owner, in whole or in part, of any
collateral, which could
include, among other assets, real estate or other real or personal property, and
as a creditor would likely bear its pro rata costs and liabilities associated
with
owning and holding or disposing of the collateral. The collateral may be
difficult to sell, and the Fund would bear the risk that the collateral
may decline in
value while the Fund is holding it.
Prospectus
– Additional Information About the Fund13
Some
obligations in which the Fund may invest are only partially-secured or are
unsecured. Unsecured debt, including senior unsecured and subordinated
debt,
will not be secured by any collateral, and will be effectively subordinated to a
borrower’s secured indebtedness (to the extent of the collateral securing
such
indebtedness). With respect to unsecured obligations, the Fund lacks any
collateral on which to foreclose to satisfy its claim in whole or in part. Such
instruments
generally have greater price volatility than that of fully secured holdings and
may be less liquid.
Securities
Selection Risk
Securities
selected for the Fund may decline substantially in value or may not perform to
expectations. Judgments about the attractiveness, value and anticipated
price movements of a security or asset class may be incorrect, and there is no
guarantee that securities will perform as anticipated. This could result
in the Fund’s underperformance compared to other funds with similar investment
objectives.
Tax
and Political Risk
There
is no guarantee that the Fund’s income will be exempt from U.S. federal income
taxes and the federal AMT. The sub-advisor relies on bond issuer’s prospectus
disclosure of the tax opinion from the bond issuer’s counsel as to the
tax-exempt status of the investment. None of the Manager, the sub-advisor
or
the Fund guarantees that these opinions are correct, and there is no assurance
that the U.S. Internal Revenue Service (“IRS”) will agree with the bond
issuer’s
counsel’s tax opinion. Issuers or other parties generally enter into covenants
requiring continuing compliance with U.S. federal tax requirements to
preserve
the tax-free status of interest payments over the life of the security. If at
any time the covenants are not complied with, or if the IRS otherwise
determines
that the issuer did not comply with relevant tax requirements, interest payments
from a security could become federally taxable, possibly retroactively
to the date the security was issued, and the security could decline
significantly in value. The interest on any money market instruments or other
cash
equivalents held by the Fund may be subject to federal, state and local
income taxation and the federal Medicare contribution tax.
Events
occurring after the date of issuance of a municipal bond or after the Fund’s
acquisition of a municipal bond may result in a determination that interest
on
that bond is includible in gross income for U.S. federal, state and local income
tax, federal AMT or federal Medicare contribution tax purposes retroactively
to
its date of issuance. Such a determination may cause a portion of prior
distributions by the Fund to its shareholders to be taxable to those
shareholders in the
year of receipt. U.S. federal or state changes in income, federal AMT or federal
Medicare contribution tax rates or in the tax treatment of municipal bonds
may
make municipal bonds less attractive as investments and cause them to lose
value. A significant restructuring of federal income tax rates, or even serious
discussion
on the topic in Congress, could cause municipal bond prices to fall. The demand
for municipal securities is strongly influenced by the value of tax-exempt
income to investors. Lower income tax rates could reduce the advantage of owning
municipal securities.
Unrated
Securities Risk
Because
the Fund may purchase securities that are not rated by any rating
organization, the sub-advisor, after assessing their credit quality, may
internally assign
ratings to certain of those securities, in categories of those similar to those
of rating organizations. Investing in unrated securities involves the risk that
the sub-advisor
may not accurately evaluate the security’s comparative credit rating. To the
extent that the Fund invests in unrated securities, the Fund’s
success
in achieving its investment objective may depend more heavily on
the sub-advisor’s credit analysis than if the Fund invested
exclusively in rated securities.
Less public information is typically available about unrated securities or
issuers. Some unrated securities may not have an active trading market or
may
be difficult to value, which means the Fund might have difficulty selling
them promptly at an acceptable price. Unrated securities may also be subject to
greater
liquidity risk and price volatility.
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 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.
Variable
and Floating Rate Securities Risk
The
coupons on variable and floating rate securities in which the Fund may invest
are not fixed and may fluctuate based upon changes in market rates. Variable
and floating rate securities are subject to interest rate risk. Although the
impact of interest rate changes on variable and floating rate investments is
intended
to be mitigated by the periodic interest rate reset of those securities,
variable and floating rate securities may fluctuate in value in response to
interest
rate changes if there is a delay between changes in market interest rates and
the interest reset date for the obligation, or for other reasons. As
short-term
interest rates decline, the coupons on variable and floating rate securities
typically decrease. Alternatively, during periods of rising short-term
interest
rates, the coupons on variable and floating rate securities typically increase.
Changes in the coupons of variable and floating rate securities may lag
behind
changes in market rates or may have limits on the maximum increases in the
coupon rates. The value of variable and floating rate securities may
decline
if their coupons do not rise as much, or as quickly, as interest rates in
general. In addition, because of the interest rate adjustment feature, variable
and
floating rate securities provide the Fund with a certain degree of protection
against increases in interest rates, but the Fund will participate in any
declines in
interest rates as well. Thus, investing in variable and floating rate
instruments generally allows less opportunity for capital appreciation and
depreciation than
investing in instruments with a fixed interest rate. Variable and floating rate
securities are less effective than fixed rate securities at locking in a
particular yield
and may be subject to credit risk. Certain types of floating rate instruments
may also be subject to greater liquidity risk than other debt
securities.
Zero
Coupon Securities Risk
Zero
coupon securities are debt securities that do not make periodic interest
payments prior to maturity or a specified redemption date (or cash payment
date).
Unlike bonds which pay cash interest throughout the period to maturity, the Fund
will realize no cash until the cash payment or maturity date unless a
portion
of such securities are sold and, if the issuer defaults, the Fund may obtain no
return at all on its investment. Accordingly, zero coupon securities
usually
trade at a deep discount from their face or par value and will be subject to
greater fluctuations in market value in response to changing interest rates
than
debt obligations of comparable maturities and credit qualities that make current
distribution of interest in cash. While interest payments are not made on
such
securities, the Fund accrues income with respect to these securities for federal
income tax and accounting purposes. To maintain its qualification for
pass-through
treatment under the federal tax laws, the Fund is required to distribute income
to its shareholders and, consequently, may have to dispose of other,
more liquid portfolio securities under disadvantageous circumstances in order to
generate the cash to satisfy distributions of income accrued on zero
coupon
securities. The required distributions may result in an increase in the Fund’s
exposure to zero coupon securities.
14Prospectus
– Additional Information About the Fund
Additional
Information About Performance Index
The
Fund’s performance will be compared to the Bloomberg
Municipal Bond Index.
Set forth below is additional information regarding the index to which the
Fund’s
performance is compared.
|
■ |
The Bloomberg
Municipal Bond Index covers the USD-denominated long-term tax exempt bond
market. The index has four main sectors: state and local general
obligation bonds, revenue bonds, insured bonds and prerefunded
bonds. |
Notice Regarding Index
Data
“Bloomberg®”
and the Bloomberg indices listed herein (the “Indices”) 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 will
be
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 Indices, 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 Indices. 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 INDICES 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 INDICES 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 INDICES 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 INDICES
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/products/etfs/american-beacon-aberdeen-municipal-high-income-etf/.
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 Advisers Act. The Manager, on behalf of the Fund, has filed a
notice claiming the CFTC Regulation 4.5 exclusion from registration as a CPO
under
the Commodity Exchange Act, and the Manager is also exempt from registration as
a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect
to the Fund.
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, interest
expense,
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), all costs associated with proxies and 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 Investment Company Act, and/or other matters that directly
benefit the Manager, taxes and governmental fees, and extraordinary expenses
(including fees and disbursements of counsel).
The
Fund’s Management Agreement with the Manager provides for the Fund to pay the
Manager an annualized management fee equal to 0.55% of the Fund’s
average daily net assets that is calculated and accrued daily. As of the date of
this Prospectus, the Fund had not commenced operations and has not paid
management fees to the Manager.
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 will be
available in the Fund’s initial Form N-CSR.
Prospectus
– Fund Management15
The
Sub-Advisor
Set
forth below is a brief description of the sub-advisor and the portfolio managers
who have 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.
abrdn
Inc. (“Aberdeen”),
1900 Market Street, Suite 200, Philadelphia, Pennsylvania, 19103, is a U.S.
registered investment adviser. Aberdeen is a direct wholly-owned
subsidiary of abrdn Holdings Limited, which has its registered offices at 1
George Street, Edinburgh, Scotland EH2 2LL. abrdn Holdings Limited is
a direct wholly-owned subsidiary of Aberdeen Group plc (“abrdn”), a London stock
exchange listed company. abrdn and its affiliates managed approximately
$505.7
billion in assets as of March
31, 2026.
abrdn and its affiliates provide asset management and investment solutions for
clients and customers
worldwide.
Jonathan
E. Mondillo, Global Head of Fixed Income
is responsible for overseeing all public and private markets fixed income teams
globally, which include
Developed Market Credit, Emerging Market Debt, Liquidity & Rates and Private
Credit. He is further responsible for five municipal bond and infrastructure
debt funds that invest in both investment grade and high yield credits. He
joined the firm in 2018 from Alpine Woods Capital Investors, LLC, when
two mutual funds he managed were acquired by Aberdeen. Prior to that, he worked
for Fidelity Capital Markets. Mr. Mondillo graduated with a B.S. in Finance
from Bentley University.
Miguel Laranjeiro,
Investment Director
in the Municipal team where he is responsible for asset allocation and
investment management decisions for the municipal
suite of products, which includes infrastructure debt as well as both investment
grade and below investment grade debt strategies. His experience includes
municipal credit analysis in the high yield sector as well as high grade
tax-backed sectors. He joined the firm in 2018 from Alpine Woods Capital
Investors,
LLC where he was focused on credit analysis in the Public Finance sector for
Alpine’s two municipal mutual funds, which were acquired by Aberdeen.
Prior to that, he worked for Thomson Reuters as an analyst focused primarily on
Fundamentals Analysis in the Emerging Markets sectors. Mr. Laranjeiro
graduated with a B.S. in Economics from State University of New
York.
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, Maine
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.
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 the Fund 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
16Prospectus
– Fund Management
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/products/etfs/american-beacon-aberdeen-municipal-high-income-etf/.
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,
in certain cases,
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
Investment Company 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.
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.
Prospectus
– About Your Investment17
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 and 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 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 a monthly basis and distributions of realized net capital gains (“capital
gains distributions”) and net gains from foreign currency transactions
(sometimes
referred to below collectively as “other distributions”) on an annual
basis (and dividends, capital gains distributions, and other distributions are
sometimes
referred to below collectively as “distributions”). Different tax treatment
applies to different types of distributions (as described in the table under
“Taxes”).
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
they are 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:
|
| |
|
Type
of Transaction |
Federal
Tax Status |
|
Dividends
from net investment income* |
Ordinary
income** |
|
Distributions
of the excess of net short-term capital gain over net long-term capital
loss* |
Ordinary
income |
|
Distributions
of net gains from certain foreign currency transactions* |
Ordinary
income |
|
Distributions
of the excess of net long-term capital gain over net short-term capital
loss
(“net capital gain”)* |
Long-term
capital gains |
|
Sales
of shares owned for more than one year |
Long-term
capital gains or losses |
|
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. |
18Prospectus
– About Your Investment
| ** |
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.
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 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.
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 is
available, and the Annual Shareholder Report
and Semi-Annual Shareholder Report
(“Shareholder Reports”) will be available, online
at www.americanbeaconfunds.com/fund-resources/. If you are interested in
electronic delivery of the Fund’s summary prospectus
or Shareholder Reports,
please go to www.americanbeaconfunds.com
and click on ‘‘Quick Links’’ and then ‘‘Register for
E-Delivery.’’
Prospectus
– Additional Information19
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.
Financial
Highlights
The
financial highlights tables are intended to help you understand the Fund’s
financial performance for the period of the Fund’s operation. Financial
highlights
are not provided because the Fund had not commenced operations prior to the date
of this Prospectus.
20Prospectus
– 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 will include
additional information about the Fund’s investments. The Fund’s Annual
Shareholder Report will also include 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 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 will be 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 1-833-471-3562 |
|
By
Mail: |
American
Beacon Select Funds c/o
Foreside Financial Services, LLC 190
Middle Street, Suite 301 Portland,
Maine 04101 |
|
By
E-mail: |
|
|
On
the Internet: |
Visit
our website at www.americanbeaconfunds.com Visit
the SEC website at www.sec.gov |
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.
|
| |
|
American
Beacon is a registered service mark of American Beacon Advisors, Inc.
American Beacon Select Funds and
American Beacon Aberdeen Municipal High Income ETF are service marks of
American Beacon Advisors, Inc. |
|
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 |
|
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 |
|
DTC |
Depository
Trust Company |
|
ETF |
Exchange-traded
Fund |
|
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 |
|
UK |
United
Kingdom |