Form N-Q is to be used by management investment companies, other than small business investments companies, registered on Form N-5 (§§ 239.24 and
274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use
the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the
information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management
and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth
Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. SCHEDULES OF INVESTMENTS.
AMERICAN BEACON SGA GLOBAL GROWTH FUND
December 31, 2013 (Unaudited)
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Shares
|
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Fair Value
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(000s)
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Argentina - 2.02%
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Common Stocks - (Cost $105)
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MercadoLibre, Inc.
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1,010
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$
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109
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Australia - 1.41%
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Common Stocks - (Cost $84)
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Coca Cola Amatil Ltd.
A
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7,035
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76
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Brazil - 2.57%
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Common Stocks - (Cost $131)
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AMBEV S.A., ADR
B
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18,875
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139
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Denmark - 4.16%
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Common Stocks - (Cost $185)
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Novo Nordisk A.S., Class B
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595
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|
109
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Novozymes A.S., Class B
A
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2,735
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116
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Total Denmark
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225
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France - 6.05%
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Common Stocks - (Cost $318)
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Danone S.A.
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2,272
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164
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Sanofi
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1,540
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163
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Total France
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327
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Germany - 3.20%
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Common Stocks - (Cost $133)
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SAP AG, ADR
B
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1,983
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173
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Hong Kong/China - 9.09%
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Common Stocks - (Cost $448)
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AIA Group Ltd.
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30,820
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154
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Ping An Insurance Group Co. H
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11,000
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98
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Shandong Weigao Group Medical Co., Ltd. H
A
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116,977
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158
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Tencent Holdings Ltd.
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1,270
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81
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Total Hong Kong/China
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491
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Ireland - 2.13%
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Common Stocks - (Cost $117)
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Perrigo Co. PLC
C
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750
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115
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Mexico - 1.98%
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Common Stocks - (Cost $110)
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Fomento Economico Mexicano, S.A.B. de C.V., ADR, Series B
B
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1,095
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|
107
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Shares
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Fair Value
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(000s)
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Sweden - 2.04%
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Common Stocks - (Cost $110)
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Elekta A.B., Class B
A
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7,165
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$
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110
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Switzerland - 2.91%
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Common Stocks - (Cost $136)
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Nestle S.A.
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2,140
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157
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United States - 56.82%
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Common Stocks - (Cost $2,471)
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Apple, Inc.
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274
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154
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Arcos Dorados Holdings, Inc., Class A
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7,785
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|
94
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Cerner Corp.
A
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2,668
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149
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Colgate-Palmolive Co.
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2,326
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152
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eBay, Inc.
A
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4,020
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220
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Fastenal Co.
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2,300
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|
109
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Google, Inc., Class A
A
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160
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179
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LinkedIn Corp., Class A
A
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330
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72
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Lowes Cos., Inc.
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4,337
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215
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Monsanto Co.
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1,790
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209
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National Oilwell Varco, Inc.
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1,949
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155
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Qualcomm, Inc.
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2,136
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159
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Salesforce.com, Inc.
A
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1,520
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84
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Schlumberger Ltd.
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2,365
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212
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Starbucks Corp.
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1,940
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152
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Starwood Hotels & Resorts Worldwide, Inc.
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2,121
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168
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State Street Corp.
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2,832
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208
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Visa, Inc., Class A
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1,015
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|
226
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Yum! Brands, Inc.
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2,029
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153
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Total United States
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3,070
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SHORT-TERM INVESTMENTS - 4.55% (Cost $246)
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JPMorgan U.S. Government Money Market Fund, Capital Class
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246,221
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246
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TOTAL INVESTMENTS - 98.93%
(Cost $4,594)
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5,345
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OTHER ASSETS, NET OF LIABILITIES - 1.07%
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58
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TOTAL NET ASSETS - 100.00%
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$
|
5,403
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Percentages are stated as a percent of net assets.
A
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Non-income producing security.
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B
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ADR - American Depositary Receipt.
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C
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Public Limited Company.
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Futures Contracts Open on December 31, 2013 (000s):
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Description
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Type
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Number of
Contracts
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Expiration Date
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Contract Value
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Unrealized
Appreciation
(Depreciation)
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Mini MSCI EAFE Emerging Markets March Futures
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Long
|
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95
|
|
|
March, 2014
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$
|
96
|
|
|
$
|
1
|
|
Mini MSCI Emerging Markets March Futures
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Long
|
|
|
50
|
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March, 2014
|
|
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|
51
|
|
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|
1
|
|
S&P 500 Mini E Index March Futures
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|
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Long
|
|
|
88
|
|
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March, 2014
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|
92
|
|
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|
4
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$
|
239
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|
|
$
|
6
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|
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TOP 10 COUNTRY WEIGHTINGS (%)
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United States
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60.2
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Hong Kong/China
|
|
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9.7
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France
|
|
|
6.4
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Denmark
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4.4
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Germany
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3.4
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Switzerland
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3.1
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Brazil
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2.7
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Ireland
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2.3
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Argentina
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2.1
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Sweden
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2.1
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SECTOR WEIGHTINGS (%)
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Information Technology
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28.6
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Health Care
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|
15.8
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Consumer Staples
|
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15.6
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Consumer Discretionary
|
|
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15.4
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Financials
|
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|
9.0
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Energy
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7.2
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Materials
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6.4
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Industrials
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2.1
|
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May not equal 100% due to rounding.
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AMERICAN BEACON FUNDS
NOTES TO FORM NQ
December 31, 2013 (unaudited)
1. Organization and Significant Accounting Policies
American Beacon Funds (the Trust), which is comprised of twenty-seven Funds, is organized as a Massachusetts business trust and is
registered under the Investment Company Act of 1940, as amended (the Act), as a diversified, open-end management investment company. The schedules of investments and notes relate to the American Beacon SGA Global Growth Fund (the
Fund), a series of the Trust.
American Beacon Advisors, Inc. (the Manager) is a wholly-owned subsidiary of
Lighthouse Holdings, Inc. and was organized in 1986 to provide business management, advisory, administrative, and asset management consulting services to the Trust and other investors.
Security Transactions and Investment Income
Security transactions are recorded on the trade date of the security purchase or sale. The Fund may purchase securities with delivery or
payment to occur at a later date. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the NAV. The value of the security may vary with market fluctuations.
Dividend income, net of foreign taxes, is recorded on the ex-dividend date except certain dividends from foreign securities which are
recorded as soon as the information is available to the Fund. Interest income is earned from settlement date, recorded on the accrual basis, and adjusted, if necessary, for accretion of discounts and amortization of premiums. For financial and tax
reporting purposes, realized gains and losses are determined on the basis of specific lot identification.
Currency Translation
All assets and liabilities initially expressed in foreign currency values are converted into U.S. dollar values at the mean of the bid and ask
prices of such currencies against U.S. dollars as last quoted by a recognized dealer. Income, expenses, and purchases and sales of investments are translated into U.S. dollars at the rate of exchange prevailing on the respective dates of such
transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and is reported with all other foreign currency gains and
losses in the Funds Statements of Operations.
Dividends to Shareholders
Dividends from net investment income of the Fund normally will be declared and paid at least annually. Distributions, if any, of net realized
capital gains are generally paid at least annually and recorded on the ex-dividend date.
Allocation of Income, Expenses, Gains, and Losses
Income, expenses (other than those attributable to a specific class), gains, and losses are allocated daily to each class of shares based upon
the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.
Use of Estimates
The preparation of
financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may
differ from those estimated.
Other
Under the Trusts organizational documents, its officers and trustees are indemnified against certain liability arising out of the
performance of their duties to the Trust. In the normal course of business, the Trust enters into contracts that provide indemnification to the other party or parties against potential costs or liabilities. The Trusts maximum exposure under
these arrangements is dependent on claims that may be made in the future and, therefore, cannot be estimated. The Trust has had no prior claims or losses pursuant to any such agreement.
2. Security Valuation and Fair Value Measurements
Investments are valued at the close of the New York Stock Exchange (the Exchange), normally 4 p.m. ET, each day that the Exchange
is open for business. Equity securities, including exchange-traded funds (ETFs), for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale
has occurred) on the primary market or exchange on which they trade.
Investments in open-end mutual funds are valued at the closing net
asset value (NAV) per share of the mutual fund on the day of valuation. Investment grade short-term obligations with 60 days or less to maturity are valued using the amortized cost method, which approximates market value.
Securities for which the market prices are not readily available or are not reflective of the fair value of the security, as determined by the
Manager, will be priced at a fair value following procedures approved by the Board of Trustees (the Board).
Futures contracts
are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, a Fund is required to deposit with its futures broker, an amount of cash or U.S. Government
and Agency Obligations in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and an appropriate payable or receivable for the
change in value (variation margin) is recorded by the Fund. Gains or losses are recognized but not considered realized until the contracts expire or are closed. Futures contracts involve, to varying degrees, risk of loss in excess of the
variation margin disclosed on the Statements of Assets and Liabilities.
For valuation purposes, the last quoted prices of non-U.S. equity
securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the Exchange will, in its judgment, materially affect the value of some or all of its
portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the Exchange. In deciding whether it is necessary to adjust closing prices to reflect fair
value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign
securities. A Fund may also fair value securities in other situations, such as when a particular foreign market is closed, but the Fund is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate
and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the Fund
routinely compares closing prices, the next days opening prices in the same markets, and adjusted prices.
Valuation Inputs
Various inputs may be used to determine the value of the Funds investments. These inputs are summarized in three broad levels for
financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
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Level 1
|
|
-
|
|
Quoted prices in active markets for identical securities.
|
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|
|
Level 2
|
|
-
|
|
Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and others. Level 2 securities include fixed-income securities
that are valued using observable inputs as stated above.
|
|
|
|
Level 3
|
|
-
|
|
Prices determined using other significant unobservable inputs. Unobservable inputs reflect the Funds own assumptions about the factors market participants would use in pricing an investment, and would be based on the best
information available.
|
Level 1 and Level 2 trading assets and trading liabilities, at fair value.
Common stocks and financial derivative instruments, such as futures contracts that are traded on a national securities exchange, are stated at
the last reported sale or settlement price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy. Valuation adjustments may
be applied to certain securities that are solely traded on a foreign exchange to account for the market movement between the close of the foreign market and the close of the Exchange. These securities are valued using pricing service providers that
consider the correlation of the trading patterns of the foreign security to the intraday trading in the U.S. markets for investments. Securities using these valuation adjustments are categorized as Level 2 of the fair value hierarchy. Preferred
securities and other equities traded on inactive markets or valued by reference to similar instruments are also categorized as Level 2 of the fair value hierarchy.
Investments in registered open-end investment management companies will be valued based upon the NAVs of such investments and are categorized
as Level 1 of the fair value hierarchy. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost which approximates fair value. These investments are categorized as Level 2 of the fair value hierarchy.
The Funds investments are summarized by level based on the inputs used to determine their
values. U.S. Generally Accepted Accounting Principles (U.S. GAAP) also requires all transfers between any levels to be disclosed. The end of the period timing recognition has been adopted for the transfers between levels of each
Funds assets and liabilities. As of December 31, 2013, there were no transfers between levels. As of December 31, 2013, the investments were classified as described below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SGA Global Growth Fund
1
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Foreign Common Stock
|
|
$
|
2,029
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,029
|
|
U.S Common Stock
|
|
|
3,070
|
|
|
|
|
|
|
|
|
|
|
|
3,070
|
|
Short-Term Investments Money Market Funds
|
|
|
246
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Securities
|
|
$
|
5,345
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
5,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Derivative Instruments-Liabilities
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures Contracts
|
|
$
|
6
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
6
|
|
1
|
Refer to the schedules of investments for country information.
|
2
|
Financial derivative instruments include open futures contracts.
|
3. Securities and Other Investments
American Depositary Receipts (ADRs)
ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. Depositary receipts may not be
denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available
information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies.
Other Investment Company Securities and Other Exchange Traded Products
The Funds may invest in shares of other investment companies, including open-end funds, closed-end funds, business development companies, ETFs,
exchange-traded notes (ETNs), unit investment trusts, and other investment companies of the Trust. The Funds may invest in investment company securities advised by the Manager or a sub-advisor. Investments in the securities of other
investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a
Funds proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Funds own operations. These other fees
and expenses are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for the Fund in its Prospectus, if applicable. Investments in other investment companies may involve the payment of substantial premiums
above the value of such issuers portfolio securities.
4. Financial Derivative Instruments
Futures Contracts
Futures contracts are
contracts to buy or sell a standard quantity of securities at a specified price on a future date. Certain Funds may enter into financial futures contracts as a method for keeping assets readily convertible to cash if needed to meet shareholder
redemptions or for other needs while maintaining exposure to the stock or bond market, as applicable. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the values
of the contracts and the underlying securities, or that the counterparty will fail to perform its obligations.
Upon entering into a futures contract, the Funds are required to set aside or deposit with a
broker an amount, termed the initial margin, which typically represents 5% of the face value of the futures contract. The initial margin amount is reflected as a Deposit with broker for futures contracts on the Statements of Assets and Liabilities.
Payments to and from the broker, known as variation margin, are required to be made on a daily basis as the price of the futures contract fluctuates. Changes in initial settlement values are accounted for as unrealized appreciation (depreciation)
until the contracts are terminated, at which time realized gains and losses are recognized. Futures contracts are valued at the most recent settlement price established each day by the exchange on which they are traded.
During the year ended December 31, 2013, the Fund entered into future contracts primarily for return enhancement and exposing cash to
markets.
The Funds average futures contracts outstanding fluctuate throughout the operating year as required to meet strategic
requirements. The following table illustrates the quarterly volume of futures contracts. For purpose of this disclosure, volume is measured by contracts outstanding at period end.
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Average Futures Contracts Outstanding
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For the Quarter Ended
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September 30, 2013
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December 31, 2013
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SGA Global Growth
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|
|
|
|
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1
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5. Federal Income and Excise Taxes
It is the policy of each Fund to qualify as a regulated investment company (RIC), by complying with all applicable provisions of
Subchapter M of the Internal Revenue Code, as amended, and to make distribution of taxable income sufficient to relieve it from substantially all federal income and excise taxes. For federal income tax purposes, each Fund is treated as a single
entity for the purpose of determining such qualification.
The Fund did not have any unrecognized tax benefits in the prior years
financial statements. Each of the tax years for the periods ended September 30, 2011, 2012 and 2013 remain subject to examination by the Internal Revenue Service. If applicable, the Fund will recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in Other expenses on the Statements of Operations.
As of December 31,
2013, the Funds cost of investments for federal income tax purposes were as follows (in thousands):
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Fund
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Cost of Investments
for Federal Income
Tax Purposes
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Unrealized
Appreciation
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Unrealized
Depreciation
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|
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Net Unrealized
Appreciation /
(Depreciation)
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|
SGA Global Growth Fund
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$
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4,624
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$
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779
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$
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(58
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)
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$
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721
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Under the Regulated Investment Company Modernization Act of 2010 (the RIC MOD), net capital losses
recognized by Funds in taxable years beginning after December 22, 2010 are carried forward indefinitely and retain their character as short-term and/or long-term losses. Prior to RIC MOD, net capital losses incurred by the Funds were carried
forward for eight years and treated as short-term losses. RIC MOD requires that post-enactment net capital losses be used before pre-enactment net capital losses.
ITEM 2. CONTROLS AND PROCEDURES.
(a) The registrants
principal executive office and principal financial officer have concluded, based on an evaluation of the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, the
Disclosure Controls) as of a date within 90 days prior to the filing date (Filing Date) of this Form NQ (the Report), that the Disclosure Controls are effectively, designed to provide reasonable assurance that the
information required to be disclosed by the registrant in the Report is was recorded, processed, summarized and reported by the Filing Date, including ensuring that information
required to be disclosed in the Report is accumulated and communicated to the registrants management, including the registrants principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
(b) There were no changes in the registrants internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act, as amended) that occurred during the registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting.
ITEM 3. EXHIBITS.
(a) Certificates pursuant to Rule 30a-2(a) under the Investment Company Act (17 CFR 270.30a-2(a) are attached hereto as Exhibits (a)(1) and (a)(2).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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AMERICAN BEACON FUNDS
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By:
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/s/ Gene L. Needles, Jr.
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Gene L. Needles, Jr.
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Principal Executive Officer
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Date: February 28, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
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By:
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/s/ Gene L. Needles, Jr.
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Gene L. Needles, Jr.
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Principal Executive Officer
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Date: February 28, 2014
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By:
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/s/ Melinda G. Heika
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Melinda G. Heika
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Principal Financial Officer
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Date: February 28, 2014
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