As filed with the Securities and Exchange Commission on August 14, 2024

1933 Act Registration File No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

☐ Pre-Effective Amendment No. ___  

☐ Post-Effective Amendment No. ___

(Check appropriate box or boxes.)

AMERICAN BEACON FUNDS

(Exact Name of Registrant as Specified in Charter)

220 East Las Colinas Boulevard, Suite 1200

Irving, Texas 75039
(Address of Principal Executive Offices) (Number, Street, City, State, Zip Code)

Registrant’s Area Code and Telephone Number: (817) 391-6100

Gregory J. Stumm, President

220 East Las Colinas Boulevard

Suite 1200

Irving, Texas 75039

(Name and Address of Agent for Service) (Number and Street, City, State, Zip Code)

Copy to:

Kathy K. Ingber, Esq.

K&L Gates LLP

1601 K Street, NW

Washington, D.C. 20006-1600

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

It is proposed that this Registration Statement will become effective on the 30th day after filing pursuant to Rule 488 under the Securities Act of 1933, as amended.

Title of Securities Being Registered: Y Class and R5 Class shares of American Beacon Ninety One Emerging Markets Equity Fund, Y Class and R5 Class shares of American Beacon Ninety One Global Franchise Fund, and R5 Class shares of American Beacon Ninety One International Franchise Fund, each a series of the Registrant.

No filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares (File Nos. 033-11387 and 811-04984).

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

Cover Sheet

Contents of Registration Statement

Letter to Shareholders

Notice of Special Meeting

Questions and Answers

Part A - Combined Proxy Statement and Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

Exhibit Index

THE ADVISORS’ INNER CIRCLE FUND III

Ninety One Emerging Markets Equity Fund

Ninety One Global Franchise Fund

Ninety One International Franchise Fund

One Freedom Valley Drive

Oaks, Pennsylvania 19456

[XX XX], 2024

Your action is required. Please vote today.

Dear Valued Shareholder:

Enclosed is a notice and combined Proxy Statement and Prospectus (the “Proxy Statement”) relating to a Special Joint Meeting of Shareholders of each of the following Funds:

Ninety One Emerging Markets Equity Fund

Ninety One Global Franchise Fund

Ninety One International Franchise Fund

(each, a “Target Fund” and collectively, the “Target Funds”).

A Special Meeting of Shareholders (the “Special Meeting”) of the Target Funds, each a series of The Advisors’ Inner Circle Fund III (the “Trust”), will be held at 2:00 pm Eastern Time on November 13, 2024, at the offices of SEI Global Funds Services, the Target Funds’ administrator, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. At the Special Meeting, shareholders of the Target Funds will be asked to approve a proposed Agreement and Plan of Reorganization and Termination (the “Reorganization Plan”), which provides for the reorganization (collectively, the “Reorganizations”) of each Target Fund into a corresponding newly created series of American Beacon Funds (“Acquiring Trust,” and each corresponding series, an “Acquiring Fund” and collectively, the “Acquiring Funds”), as further described below. The Target Funds and Acquiring Funds are each referred to herein as a “Fund” and together as the “Funds.”

If the Reorganization Plan is approved by a Target Fund’s shareholders, and certain other conditions are fulfilled, the Reorganization of the Ninety One Global Franchise Fund and Ninety One International Franchise Fund is expected to take effect on or about November 15, 2024, and the Reorganization of the Ninety One Emerging Markets Equity Fund is expected to take effect on or about February 21, 2025. The Reorganization of the Ninety One Emerging Markets Equity Fund is occurring at a later date to provide sufficient time for the Acquiring Fund to open the necessary foreign market accounts. At the time of the Reorganization, shareholders of each Target Fund automatically will become shareholders of the corresponding Acquiring Fund, by receiving shares of the class of the Acquiring Fund equal in number and aggregate net asset value to the shares of the Target Fund that the shareholder held immediately prior to the Reorganization as set forth below:

Shares of each Acquiring Fund would be distributed pro rata on a class-by-class basis, as applicable, by each Target Fund to shareholders in complete liquidation of the Target Funds. Shareholders will not pay any sales loads, commissions or other transactional fees in connection with the exchange of their Target Fund shares for shares of the corresponding Acquiring Fund.

You are being asked to review the enclosed Proxy Statement and to cast your vote on the proposal to reorganize each Target Fund into the corresponding Acquiring Fund. If the Reorganization Plan is approved, each Target Fund’s existing investment adviser, Ninety One North America, Inc (“Ninety One”), will be replaced by American Beacon Advisors, Inc. (“American Beacon” or the “Manager”), which will serve as manager to each Acquiring Fund. Ninety One will serve as the sub-advisor to each Acquiring Fund.

The Reorganization Plan is not expected to change in any material respect the manner in which the Target Funds are managed, and it is anticipated that the portfolio managers responsible for each Target Fund will be the portfolio managers for the corresponding Acquiring Fund. Each Acquiring Fund is newly organized and was created solely for the purposes of acquiring the assets and assuming the liabilities of the corresponding Target Fund and continuing its business operations. Each Acquiring Fund will have an identical investment objective and investment strategies that are similar to those of the corresponding Target Fund. In addition, the total annual operating expenses of each Acquiring Fund are expected to be the same as or lower than the corresponding Target Fund’s current total annual operating expenses at the same asset levels. Additionally, each Acquiring Fund will cap expenses at the same or a lower rate and with the same or more favorable terms as those that are currently in place for the Target Fund for a period of at least three years from the date of the closing of the applicable Reorganizations. For more information about changes in fees, please see the attached Proxy Statement. The enclosed proxy is being solicited on behalf of the Board of Trustees of The Advisors’ Inner Circle Fund III.

Ninety One and American Beacon will pay the direct fees and expenses associated with the Reorganizations, except that each Target Fund will bear, as applicable, (i) the costs of selling portfolio securities necessary to effect the Reorganization in instances where the Target Fund holds securities in a country that does not permit the in-kind transfer of securities; and (ii) transfer or stamp duties, such as those typically imposed in certain non-U.S. markets in connection with the transfer of portfolio securities to the Acquiring Fund. Each Acquiring Fund will bear, as applicable, the costs of buying portfolio securities necessary to effect the Reorganizations in instances where the Target Fund holds securities in a country that does not permit the in-kind transfer of securities. While no indirect costs are associated with the Reorganizations, it is anticipated that such indirect costs, if any, would be borne by the Acquiring Funds. Such costs, if any, are not expected to be material for the Acquiring Funds and would be subject to the fee waiver agreement. Therefore, it is likely that such costs ultimately would be borne by American Beacon.

The Board of Trustees of The Advisors’ Inner Circle Fund III has approved these proposals and recommends that you vote for the proposals.

Your vote is important no matter how many shares you own. Voting your shares early will avoid repetitive follow-up mail and telephone solicitation. After reviewing the attached materials, please complete, sign and date your proxy card and mail it promptly in the enclosed postage paid envelope, or help us save time and postage costs by voting on the Internet or by telephone – instructions can be found on your proxy card. Any proposal submitted to a vote at the Meeting by anyone other than the officers or trustees of the Trust may be voted only in person or by written proxy.

If you have any questions, please call our proxy agent Computershare, Inc. (“Computershare”), at 1-866-461-7163, who will be glad to assist you. You have multiple options available for how to cast your proxy vote:

While you may attend the Special Meeting in person, voting today will avoid potential future mailings and phone calls required to obtain shareholder votes.

The attached Combined Proxy Statement and Prospectus contains further information regarding the Reorganizations and the Acquiring Funds. Please read it carefully. If you have any questions regarding the Reorganization, please call Computershare at 1-866-461-7163.

Sincerely, 

Michael Beattie

President

The Advisors’ Inner Circle Fund III

THE ADVISORS’ INNER CIRCLE FUND III

Ninety One Emerging Markets Equity Fund

Ninety One Global Franchise Fund

Ninety One International Franchise Fund

One Freedom Valley Drive

Oaks, Pennsylvania 19456

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 13, 2024

To the Shareholders of the Ninety One Emerging Markets Equity Fund, Ninety One Global Franchise Fund and Ninety One International Franchise Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Special Meeting”) of the Ninety One Emerging Markets Equity Fund, Ninety One Global Franchise Fund and Ninety One International Franchise Fund (each, a “Fund”), each a series of The Advisors’ Inner Circle Fund III (the “Trust”), is to be to be held at 2:00 pm Eastern Time on November 13, 2024, at the offices of SEI Global Funds Services, the Target Funds’ administrator, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, to act on the following proposals:

Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Special Meeting or any adjournments or postponements thereof.

Holders of record of the shares of beneficial interest in the Funds as of the close of business on August 30, 2024, (“Record Date”), are entitled to vote at the Special Meeting or any adjournments or postponements thereof.

If the necessary quorum to transact business or the vote required to approve any proposal is not obtained at the Special Meeting, if a quorum is present at the Special Meeting but sufficient votes required to approve the Reorganization Plan are not received, or if other matters arise requiring shareholder attention, the persons named as proxies on the enclosed proxy card may, but are not required to, propose one or more adjournments of the Special Meeting to permit, in accordance with applicable law, further solicitation of proxies with respect to the proposals. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the proxy rules of the Securities and Exchange Commission (the “SEC”), including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on November 13, 2024, or any adjournment or postponement thereof. This Notice and the attached Combined Proxy Statement and Prospectus (the “Proxy Statement”) are available on the internet at

https://ninetyone.com/en/united-states/funds-strategies/literature-library?filters=range%3AProxy+documents%3Blanguage%3Aen&group=Proxy+documents

On this webpage, you will be able to access the Notice, the Proxy Statement, any accompanying materials, and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

By order of the Board of Trustees,

Michael Beattie

President

[XX XX ], 2024

YOUR VOTE IS IMPORTANT

NO MATTER HOW MANY SHARES YOU OWN

We urge you to vote your shares. Your prompt vote may save the fund the necessity of further solicitations to ensure a quorum at the Special Meeting. Shareholders may cast their vote by mail, via the internet, and by telephone as set forth below:

If you have any questions regarding the proposal, the proxy card or need assistance voting your shares, please contact Computershare, Inc. (“Computershare”), the Funds’ proxy solicitor, toll-free at 1-866-461-7163. If a Fund does not receive your voting instructions after our original mailing, you may be contacted by us or by Computershare representatives, in either case, to remind you to vote.

If you can attend the Special Meeting and wish to vote your shares in person at that time, you will be able to do so. If you hold your shares in “street name” through a broker, bank or other nominee, you should contact your nominee about voting in person at the Special Meeting. If you plan on attending the Special Meeting in person you must notify Ben Bauman, in writing to Ninety One c/o SEI Global Funds Services at One Freedom Valley Drive, Oaks, Pennsylvania 19456 by November 6, 2024 so that provision may be made for you to be cleared by building security for admittance to the meeting.

This is a brief overview of the Reorganization proposed for your Fund. We encourage you to read the full text of the enclosed Combined Proxy Statement and Prospectus for more information.

QUESTIONS AND ANSWERS

Q. What is happening? Why did I receive this document?

A. Based on the recommendation of Ninety One North America, Inc. (“Adviser”), the Board of Trustees (“Board”) of The Advisors’ Inner Circle Fund III (“Target Trust”) has approved a Plan of Reorganization and Termination (the “Reorganization Plan”), which provides for the reorganization (the “Reorganization”) of the Ninety One Emerging Markets Equity Fund, Ninety One Global Franchise Fund, and Ninety One International Franchise Fund (each, a “Target Fund” and together, the “Target Funds”) into the American Beacon Ninety One Emerging Markets Equity Fund (“Acquiring Emerging Markets Fund”), American Beacon Ninety One Global Franchise Fund (“Acquiring Global Fund”), and American Beacon Ninety One International Franchise Fund (“Acquiring International Fund”), respectively (each, an “Acquiring Fund” and together, the “Acquiring Funds”), each a series of the American Beacon Funds (“Acquiring Trust”). The Target Funds and Acquiring Funds are each referred to herein as a “Fund” and together as the “Funds.”

You are receiving this document because, as of August 30, 2024, you were a shareholder of a Target Fund. Pursuant to the Reorganization Plan, upon the closing of the Reorganization, your shares of a Target Fund will automatically be exchanged for shares of the corresponding Acquiring Fund equal in number and aggregate net asset value to your Target Fund shares as of the close of business on the day the Reorganization is closed. The Reorganization of the Ninety One Emerging Markets Equity Fund into the American Beacon Ninety One Emerging Markets Equity Fund is currently scheduled to take place on or about February 21, 2025, and the Reorganizations of the Ninety One Global Franchise Fund and Ninety One International Franchise Fund into the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund, respectively, are currently scheduled to take place on or about November 15, 2024 (each, a “Closing Date”).

The Reorganization Plan requires approval by shareholders of a Target Fund, and if the Reorganization Plan is approved, the Reorganization is expected to close on or about the applicable Closing Date, or such other date as the Board may determine.

Pursuant to a separate Asset Purchase Agreement between Ninety One and American Beacon, in connection with the successful closing each proposed Reorganization, American Beacon has agreed to compensate Ninety One in five annual installments following each of the five 12-month periods following the closing date of the Reorganizations, based on the average daily net assets of the Acquiring Funds for each 12-month period, or a certain minimum specified amount, whichever is less. This compensation is payable by American Beacon and not by the Target Funds or Acquiring Funds.

The accompanying document is a Proxy Statement for the Target Funds and Prospectus for the Acquiring Funds (the “Proxy Statement”). The purposes of the Proxy Statement are to: (1) solicit votes from shareholders of the Target Funds to approve the Reorganization Plan, which is attached to the Proxy Statement as Appendix A, and (2) provide information to Target Fund shareholders regarding the various classes of shares of the Acquiring Funds. This Proxy Statement contains information the shareholders of the Target Funds should know prior to the Reorganization. You should retain this document for future reference.

Q. What is the purpose of the Reorganization?

A. The Adviser has proposed reorganizing the Target Funds into the Acquiring Funds because the Reorganizations may benefit Target Fund shareholders by, among other things, providing them with access to American Beacon Advisors, Inc.’s significant distribution platform, which could lead to potential asset growth opportunities that, if realized, could result in Target Fund shareholders experiencing economies of scale and greater efficiencies leading to lower overall costs over time. In addition, the proposed Reorganizations would give Target Fund shareholders the opportunity to diversify through exchange privileges with the other mutual funds in the American Beacon funds complex, which span a wide range of investment objectives and management styles. At a meeting held on June 17-18, 2024 and subsequently in connection with a written consent, after careful consideration

of a number of factors, the Board of the Target Trust, including all the Trustees who are not “interested persons,” as that term is defined in the 1940 Act, of the Target Trust, voted to approve the Reorganizations as being in the best interests of the Target Funds and their shareholders. See the “Board Considerations” section of the Proxy Statement for further information.

Q.  How will the Reorganization work?

A. If the Reorganization Plan is approved by the Target Funds’ shareholders, and certain other conditions are fulfilled, the Reorganization of the Ninety One Emerging Markets Equity Fund into the American Beacon Ninety One Emerging Markets Equity Fund is currently scheduled to take place on or about February 21, 2025, and the Reorganizations of the Ninety One Global Franchise Fund and Ninety One International Franchise Fund into the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund, respectively, are currently scheduled to take place on or about November 15, 2024. At the designated time, each applicable Target Fund will transfer all of its assets to the corresponding Acquiring Fund in exchange solely for shares of the Acquiring Fund having an aggregate net asset value (“NAV”) equal to the Target Fund’s net assets, and the Acquiring Fund’s assumption of all of the Target Fund’s liabilities. The shares of each Acquiring Fund received by the Target Fund will be distributed pro rata to the Target Fund’s shareholders in exchange for their shares therein and in complete liquidation thereof, and the Target Fund will be terminated. After the close of business immediately prior to the applicable Reorganization, shareholders of the Target Fund will receive shares of the class of the Acquiring Fund equal in number and aggregate NAV to the shares of the Target Fund that the shareholder held immediately prior to the Reorganization as set forth below:

Please refer to the Proxy Statement for a detailed explanation of the Reorganization Plan.

Q. How will this affect me as a Target Fund shareholder?

A. Shareholders of each Target Fund will become shareholders of the corresponding Acquiring Fund. The shares of the Acquiring Fund that you receive will be equal in number and have the same aggregate value as the shares of the Target Fund that you held immediately prior to the Reorganization. No sales loads, commissions or other transactional fees will be imposed on Target Fund shareholders in connection with the Reorganization. The Target Funds’ procedures for purchasing, redeeming and exchanging shares, valuation procedures and tax information are similar to those of the Acquiring Funds.

Q. After the Reorganization, will I own the same number of shares?

A. Yes. The Reorganization will not affect the value of your investment at the time of the Reorganization. The Acquiring Fund shares that you receive will be equal in number and have the same aggregate value as the Target Fund shares you held immediately prior to the Reorganization.

Q.  Is the management of each Target Fund different from the corresponding Acquiring Fund?

A.  No. The Reorganizations are not expected to change in any material respect the manner in which the Target Funds are managed, and it is anticipated that the portfolio managers responsible for each Target Fund will be the portfolio managers for the corresponding Acquiring Fund.

Q. Will the service providers to the Target Fund change following the Reorganization?

A. The following table outlines the service providers for the Target Funds and the expected service providers for the Acquiring Funds. In addition, the Board of Trustees of the Acquiring Trust is different from the Board of Trustees of the Target Trust.

Q. Do the portfolio managers who manage the Target Fund also manage the Acquiring Fund?

A. Yes. It is anticipated that the portfolio managers for each Target Fund will be the portfolio managers for the corresponding Acquiring Fund.

Q. Will there be any changes to my fees and expenses as a result of the Reorganization?

A. After giving effect to the Reorganization, it is expected that the Total Expense Ratio and Net Expense Ratio (as defined below) for each share class of an Acquiring Fund will be the same as or lower than the Total Expense Ratio and Net Expense Ratio of the corresponding share class of each of the Target Funds prior to the Reorganization.

As reflected in the tables setting forth information regarding comparative expense ratios under “Comparative Fee and Expense Tables” in each Proposal in the Proxy Statement, it is anticipated that the total annual fund operating expense ratio (“Total Expense Ratio”) of each share class of an Acquiring Fund will be lower than the Total Expense Ratio of the corresponding share class of a Target Fund.

A fee waiver and expense reimbursement agreement (a “fee waiver agreement”) is in effect through February 28, 2025 for each Target Fund, and a fee waiver agreement will be in effect through November 30, 2027 or, if longer, three years following the closing date for the Acquiring Global Fund and Acquiring International Fund, and February 21, 2028, or, if longer, three years following the closing date for the Acquiring Emerging Markets Fund. Under the fee waiver agreement, American Beacon Advisors, Inc. (“American Beacon” or the “Manager”) has contractually agreed to waive fees and/or reimburse expenses of each Acquiring Fund’s  Y Class and R5 Class shares through November 30, 2027   or, if longer, three years following the closing date for the Acquiring Global Fund and Acquiring International Fund, and February 21, 2028 or, if longer, three years following the closing date for the Acquiring

Emerging Markets Fund,   to the extent that Total Annual Fund Operating Expenses exceed 0.92% for the Y Class and 0.85% for the R5 Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses). Currently, each Acquiring Fund is expected to operate above the expense limitation cap for each share class under its fee waiver agreement. The fee waiver agreement for the Acquiring Funds is similar to the current fee waiver agreement for the Target Funds, except that, for the Target Funds, fees pursuant to the plan of distribution pursuant to Rule 12b-1 under the 1940 Act are excluded from the expense cap, whereas the Acquiring Fund’s fee waiver agreement includes these fees, if any, in the expense cap.

After the expiration of its fee waiver agreement, if American Beacon does not continue to reduce and/or reimburse expenses of an Acquiring Fund’s Y Class and R5 Class shares, the total annual fund operating expenses of that Acquiring Fund’s Y Class and R5 Class shares could exceed the limits set forth in the fee waiver agreement. If this occurs, the expenses borne by shareholders of the Acquiring Fund’s Y Class and R5 Class shares would increase. American Beacon currently intends to recommend to the Acquiring Trust Board the continuation of the fee waiver agreement with the same or substantially similar limits for the Acquiring Funds for the foreseeable future.

As reflected in the tables setting forth information regarding comparative expense ratios under “Comparative Fee and Expense Tables” in each Proposal in the Proxy Statement, the total annual fund operating expense ratio after fee waivers and/or expense reimbursements (“Net Expense Ratio”) for each Acquiring Fund’s Y Class shares is lower than the Net Expense Ratio for each Target Fund’s A Shares, and the Net Expense Ratio for each Acquiring Fund’s R5 Class shares is the same as the Net Expense Ratio of each Target Fund’s I Shares.

Each Target Fund pays Ninety One an advisory fee at the annual rate of 0.75% on the Target Fund’s average daily net assets. Each Acquiring Fund will pay American Beacon a management fee at the annual rate of 0.35% on the first $5 billion of the Acquiring Fund’s average daily net assets, 0.325% on the next $5 billion, 0.30% on the next $10 billion, and 0.275% on assets exceeding $20 billion. Each Acquiring Fund will pay Ninety One an investment advisory fee at the annual rate of 0.40% of the Fund’s average daily net assets. Accordingly, the management fee paid by the Target Fund is the same as the aggregate management fee to be paid by the Acquiring Fund at current asset levels.

Each Target Fund’s A Shares assess a maximum sales charge of 5.75%, but no such sales charge will be assessed by the Acquiring Fund on the Y Class shares. A Target Fund’s A Shares charge a 0.25% Rule 12b-1 fee, but no such fee will be assessed by an Acquiring Fund on the Y Class shares. A Target Fund’s I Shares do not, and an Acquiring Fund’s R5 Class shares will not, assess a sales charge or Rule 12b-1 fee.

Q. Will the Reorganization result in any federal income tax liability for the Target Fund or its shareholders?

A. The Reorganizations are expected to be tax-free transactions for federal income tax purposes. The Acquiring Trust expects that neither a Target Fund nor its shareholders will recognize any gain or loss for federal income tax purposes as a direct result of the Reorganization, and the Acquiring Trust expects to receive a tax opinion from K&L Gates LLP, counsel to the Acquiring Trust, substantially to that effect. Shareholders should consult their own tax advisers about possible state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this document relates only to the federal income tax consequences of the Reorganizations.

While the Reorganizations are expected to be tax-free for federal income tax purposes, you may recognize a gain for federal income tax purposes (unless you hold your shares through a tax-advantaged arrangement, such as a 401(k) plan or individual retirement account) as a result of the distribution of net capital gains, if any, realized by a Target Fund in connection with any changes made to align its portfolio with that of an Acquiring Fund prior to a Reorganization. Please see the Proxy Statement for more information.

Q. Will I need to open an account in an Acquiring Fund prior to the Reorganizations?

A. No. If you own your shares of a Target Fund directly, an account will be set up in your name and your shares of your Target Fund automatically will be exchanged for the corresponding class of shares of the corresponding Acquiring Fund. You will receive confirmation of this transaction following the Reorganization. If you own your

shares of a Target Fund through a financial intermediary, you will continue to own shares of the Acquiring Fund through your financial intermediary.

Q. Can I still purchase and redeem shares of the Target Funds until the Reorganization?

A. Effective November 13, 2024 for the Ninety One Global Franchise Fund and Ninety One International Franchise Fund and February 19, 2025 for the Ninety One Emerging Markets Equity Fund, the Target Funds will no longer accept purchases or exchanges of shares. You may continue to redeem shares of the Target Funds until the day prior to the Closing Date of the Reorganization. Redemption requests received by the transfer agent on or after the Closing Date will be treated as requests received for the redemption of shares of the Acquiring Funds received by the shareholder in connection with the Reorganization.

Q. Who is paying the costs of the Reorganization?

A. Ninety One and American Beacon will pay the direct fees and expenses associated with the Reorganizations, except that each Target Fund will bear, as applicable, (i) the costs of selling portfolio securities necessary to effect the Reorganizations in instances where the Target Fund holds securities in a country that does not permit the in-kind transfer of securities; and (ii) transfer or stamp duties, such as those typically imposed in certain non-U.S. markets in connection with the transfer of portfolio securities to the Acquiring Fund. Each Acquiring Fund will bear, as applicable, the costs of buying portfolio securities necessary to effect the Reorganizations in instances where the Target Fund holds securities in a country that does not permit the in-kind transfer of securities. These expenses are discussed further in the Proxy Statement.

While no indirect costs are associated with the Reorganization, it is anticipated that such indirect costs, if any, would be borne by the Acquiring Funds. Such costs, if any, are not expected to be material for the Acquiring Funds and would be subject to the fee waiver agreement. Therefore, it is likely that such costs ultimately would be borne by American Beacon.

Q. Who do I contact if I have questions about the Reorganization?

A. If you have any questions about the Reorganization, please call representatives of Computershare, Inc., the Target Funds’ proxy solicitor, at 1-866-461-7163.

PROXY STATEMENT

for

NINETY ONE EMERGING MARKETS EQUITY FUND

NINETY ONE GLOBAL FRANCHISE FUND

NINETY ONE INTERNATIONAL FRANCHISE FUND,

each a series of The Advisors’ Inner Circle Fund III

One Freedom Valley Drive

Oaks, Pennsylvania 19456

(844) 426-8721

and

PROSPECTUS

for

AMERICAN BEACON NINETY ONE EMERGING MARKETS EQUITY FUND

AMERICAN BEACON NINETY ONE GLOBAL FRANCHISE FUND

AMERICAN BEACON NINETY ONE INTERNATIONAL FRANCHISE FUND,

each a series of American Beacon Funds

Dated

[XX XX], 2024

220 East Las Colinas Boulevard

Suite 1200

Irving, Texas 75039

(817) 391-6100

This Combined Proxy Statement and Prospectus (the “Proxy Statement”) is being sent to you in connection with the solicitation of proxies by the Board of Trustees (the “Target Trust Board”) of The Advisors’ Inner Circle Fund III (the “Target Trust”) for use at a Special Meeting of Shareholders (the “Special Meeting”) of the Ninety One Emerging Markets Equity Fund, Ninety One Global Franchise Fund, and Ninety One International Franchise Fund (each, a “Target Fund” and together, the “Target Funds”), each a series of the Target Trust, to be held at 2:00 pm Eastern Time on November 13, 2024, at the offices of SEI Global Funds Services, the Target Funds’ administrator, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. Each Target Fund is managed by Ninety One North America, Inc. (“Ninety One”). At the Special Meeting, shareholders of each Target Fund who are entitled to vote will be asked to approve the following proposals:

Those present and the appointed proxies also will transact any other business as may properly come before the Special Meeting or any adjournments or postponements thereof. Each proposed reorganization referred to in Proposals 1-3 above is referred to herein as a “Reorganization” and together as the “Reorganizations.”

Each of the American Beacon Ninety One Emerging Markets Equity Fund, American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund is referred to herein as an “Acquiring Fund” and collectively as the “Acquiring Funds,” and each of the Acquiring Funds and Target Funds may be referred to herein as a “Fund.” Each Acquiring Fund is a newly created series of the Acquiring Trust. Each Acquiring Fund will commence operations upon consummation of the respective Reorganization. The Target Funds and Acquiring Funds are open-end management investment companies that are registered with the SEC under the Investment Company Act of 1940, as amended (“1940 Act”). The Ninety One Emerging Markets Equity Fund and the American Beacon Ninety One Emerging Markets Equity Fund are both “diversified” within the meaning of Section 5(b)(1) of the 1940 Act, , and the other Target Funds and Acquiring Funds are non-diversified.

This Proxy Statement sets forth concisely the basic information you should know before voting on the proposals. You should read it before voting on the proposals and keep it for future reference. Additional information relating to the Acquiring Funds and this Proxy Statement is set forth in the Statement of Additional Information to this Proxy Statement dated [XX XX], 2024, which is incorporated by reference into this Proxy Statement. Additional information about the Acquiring Funds has been filed with the SEC and is available upon request and without charge by writing to the Acquiring Funds or by calling 800-658-5811. The Target Funds expect that this Proxy Statement will be mailed to shareholders on or about October 7, 2024.

The following documents have been filed with the Securities and Exchange Commission (“SEC”) and are incorporated by reference into this Proxy Statement, which means they are part of this Proxy Statement for legal purposes:

The Annual and Semi-Annual Shareholder Reports listed above have previously been provided to shareholders as applicable. For a free copy of these reports or any of the documents listed above, you may call 844-426-8721, download them at www.ninetyone.com, or write to the Target Funds at: Ninety One Funds, One Freedom Valley Drive Oaks, Pennsylvania 19456.

Each of the Target Trust and the Acquiring Trust is subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, the Target Trust and the Acquiring Trust must file certain reports and other information with the SEC. Proxy material, reports, proxy and information statements, and other information about the Target Trust and the Acquiring Trust are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Please note that the shares offered by this Proxy Statement are not bank deposits, are not federally insured, are not guaranteed by any bank or government agency and may lose value. There is no assurance that any Fund will achieve its investment objectives.

No person has been authorized to give any information or to make any representations other than those contained in this Proxy Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the Target Funds or Acquiring Funds.

TABLE OF CONTENTS

SUMMARY OF THE PROPOSED REORGANIZATIONS

You should read this entire Proxy Statement carefully. The following is a summary of certain information relating to the Reorganizations and is qualified in its entirety by reference to the more complete information contained elsewhere in this Proxy Statement and the attached appendices. For additional information about the Reorganizations, you should consult the Reorganization Plan, a copy of the form of which is attached hereto as Appendix A.

Reasons for the Reorganizations

Ninety One North America, Inc., (“Ninety One”) the Target Funds’ investment advisor, has proposed reorganizing the Target Funds into the Acquiring Funds because the Reorganization may benefit Target Fund shareholders by, among other things, providing them with access to American Beacon Advisors, Inc.’s (“American Beacon”) significant distribution platform, which could lead to potential asset growth opportunities that, if realized, could result in Target Fund shareholders experiencing economies of scale and greater efficiencies leading to lower overall costs over time. In addition, the proposed Reorganizations would give Target Fund shareholders the opportunity to diversify through exchange privileges with the other mutual funds in the American Beacon funds complex, which span a wide range of investment objectives and management styles. At a meeting held on June 17-18, 2024 and subsequently in connection with a written consent, after careful consideration of a number of factors, the Target Trust Board, including all the Trustees who are not “interested persons,” as that term is defined in the 1940 Act, of the Target Trust, voted to approve the Reorganizations as being in the best interests of the Target Funds and their shareholders. See “Board Considerations” below for further information.

The Reorganizations

The Reorganizations are expected to take effect on or about the dates listed below (each, a “Closing Date”):

The Reorganization of the Ninety One Emerging Markets Equity Fund into the American Beacon Ninety One Emerging Markets Equity Fund is expected to occur at a later date to provide sufficient time for the American Beacon Ninety One Emerging Markets Equity Fund to open the necessary foreign market accounts.

If the shareholders of the Target Funds approve the Reorganization Plan, the Reorganization Plan provides for:

Approval of the Reorganization Plan by shareholders of each Target Funds will constitute approval of the transfer of each Target Fund’s assets, the assumption of all of its liabilities, the distribution of the applicable Acquiring Fund’s shares, and liquidation of the Target Fund.

After the close of business on the applicable Closing Date, each Target Fund shareholder will receive shares equal in number to and with the same aggregate value as the shares of the Target Fund that the shareholder held immediately prior to the Reorganization, as set forth below:

The Funds have similar, but not identical, distribution and purchase procedures, exchange rights and redemption procedures. There is no minimum initial or subsequent investment amount for A Shares or I Shares of the Target Fund. For the Acquiring Fund, the Y Class shares have a $100,000 minimum initial investment amount, and the R5 Class shares have a $250,000 minimum initial investment amount. These minimum investment requirements will be waived for all Target Fund shareholders in connection with the Reorganization, and Target Fund shareholders will be able to continue to purchase Y Class or R5 Class shares of the Acquiring Fund without meeting the respective minimum initial investment amounts. You will not incur any sales loads or similar transaction charges as a result of the Reorganizations. After giving effect to the Reorganizations, the gross total annual operating expenses of each share class of the Acquiring Funds are expected to be lower than that of the respective class of the Target Funds. Additionally, after the applicable fee waivers, the net total annual fund operating expense ratio of each class of the Acquiring Fund is expected to be the same as or lower than the net total annual fund operating expense ratio of each class of the Target Fund shares. The expense cap for each class of the Acquiring Funds will not be increased for at least three years after the applicable Closing Date.

The Reorganizations are expected to be tax-free transactions for federal income tax purposes. The Acquiring Trust expects that neither the Target Funds nor their shareholders will recognize any gain or loss for federal income tax purposes as a direct result of the Reorganizations, and the Acquiring Trust expects to receive a tax opinion from K&L Gates LLP, counsel to the Acquiring Trust, substantially to that effect. See “Federal Income Tax Consequences of the Reorganizations” below for further information. It is expected that the Target Funds may make taxable distributions to their respective shareholders in advance of the Reorganizations. Shareholders should consult their own tax advisers about possible state and local tax consequences of the Reorganizations, if any, because the information about tax consequences in this document relates only to the federal income tax consequences of the Reorganization.

Pursuant to a separate Asset Purchase Agreement between Ninety One and American Beacon, in connection with the successful closing of each proposed Reorganization, American Beacon has agreed to compensate Ninety One in five annual installments following each of the five 12-month periods following the closing date of the Reorganizations, based on the average daily net assets of the Acquiring Funds for each 12-month period, or a certain minimum specified amount, whichever is less. This compensation is payable by American Beacon and not by the Target Funds or Acquiring Funds.

The proposed Reorganizations are not contingent upon one another. Accordingly, if you approve the Reorganization Plan with respect to your Target Fund, the Reorganization for that Target Fund is expected to be completed on the applicable Closing Date, irrespective of the determinations of the shareholders of the other Target Funds.

The Target Trust Board has unanimously approved the Reorganization Plan with respect to each Target Fund. Accordingly, the Target Trust Board is submitting the Reorganization Plan for approval by the shareholders of each Target Fund. In considering whether to approve a proposal (a “Proposal”), you should review the Proposal for the

Target Fund(s) in which you were a shareholder on the Record Date (as defined under “Voting Information”). In addition, you should review the information in this Proxy Statement that relates to all of the Proposals and the Reorganization Plan generally. The Target Trust Board recommends that you vote “FOR” the Proposal applicable to your Target Fund(s) to approve the Reorganization Plan.

PROPOSAL 1: To approve the Reorganization Plan to reorganize the Ninety One Emerging Markets Equity Fund, a series of the Target Trust, into the American Beacon Ninety One Emerging Markets Equity Fund, a newly created series of THE ACQUIRING TRUST.

This Proposal 1 requests your approval of the Reorganization Plan, pursuant to which the Ninety One Emerging Markets Equity Fund (the “Target Fund”) will be reorganized into the American Beacon Ninety One Emerging Markets Equity Fund (the “Acquiring Fund”).

In considering whether you should approve this Proposal, you should note the following:

Investment Objectives, Policies, Strategies and Risks of the Funds

Additionally, although the principal investment strategies do not differ between the Target Fund and the Acquiring Fund other than as described in the prior paragraph, the Acquiring Fund describes in greater detail certain aspects of the principal investment strategies, including that: (i) the Acquiring Fund may invest in U.S. dollar-denominated foreign stocks traded on U.S. exchanges; (ii) the Acquiring Fund generally invests in medium and large capitalization companies; (iii) the securities in which the Acquiring Fund may invest may exhibit characteristics of either value stocks or growth stocks; (iv) the Acquiring Fund may from time to time have significant positions in the information technology sector and the Pacific Basin region; and (v) Ninety One incorporates environmental, social and/or governance analysis as a consideration in the assessment of potential portfolio investments. In addition, the Acquiring Fund has determined that investment in preferred stock is not expected to be a principal investment strategy and has disclosed such investments in its Statement of Additional Information.

In addition, the Acquiring Fund discloses the following principal risks in its Prospectus that the Target Fund does not: Cybersecurity and Operational Risk, Environmental, Social, and/or Governance Investing Risk, the U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges sub-risk of Equity Securities Risk, the Pacific Basin Securities sub-risk of Geographic Concentration Risk, Growth Companies Risk, Investment Risk, Issuer Risk, Market Risk and its Recent Market Events sub-risk, Market Timing Risk, Model and Data Risk, Other Investment Companies Risk and its Government Money Market Funds sub-risk, Sector Risk and

its Information Technology Sector sub-risk, and Value Stocks Risk. The Target Fund discloses the following principal risks in its Prospectus that the Acquiring Fund does not: Preferred Stock Risk and Small-Capitalization Companies Risk. These differences are due to different determinations regarding the principal risks made by the Acquiring Fund and the Target Fund. Like the Target Fund, the Acquiring Fund is subject to Active Management Risk and Liquidity Risk, but discusses those risks under Securities Selection Risk, Redemption Risk and Valuation Risk.

In addition, while both Funds permit securities lending, the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to do so. Accordingly, the Acquiring Fund includes Securities Lending Risk as a Principal Risk, but the Target Fund does not.

Manager, Sub-Advisor and Other Service Providers

Fees and Expenses of the Funds

the management fee paid by the Target Fund is the same as the aggregate management fee to be paid by the Acquiring Fund at current asset levels.

After the expiration of the current fee waiver agreement, if American Beacon does not continue to reduce and/or reimburse expenses of the Acquiring Fund’s Y Class and R5 Class shares, the total annual fund operating expenses of the Acquiring Fund’s Y Class and R5 Class shares could exceed the limits set forth in the current fee waiver agreement. If this occurs, the expenses borne by shareholders of the Acquiring Fund’s Y Class and R5 Class shares would increase. American Beacon currently intends to recommend to the Acquiring Trust Board the continuation of the fee waiver agreement with the same or substantially similar limits for the Acquiring Fund for the foreseeable future.

Shares of the Acquiring Fund

Shares of the Target Fund. For the Acquiring Fund, the Y Class shares have a $100,000 minimum initial investment amount, and the R5 Class shares have a $250,000 minimum initial investment amount. These minimum investment requirements will be waived for all Target Fund shareholders in connection with the Reorganization, and Target Fund shareholders will be able to continue to purchase Y Class or R5 Class shares of the Acquiring Fund without meeting the respective minimum initial investment amounts. The Funds’ distribution and purchase procedures, exchange rights and redemption procedures are discussed further in “Additional Information About the Reorganizations—Comparison of Distribution and Purchase, Redemption and Exchange Procedures” and in Appendix C below.

Costs and Tax Consequences of the Reorganization

Certain non-U.S. markets also may impose stamp duties in connection with the transfer of non-U.S. portfolio securities from the Target Fund to the Acquiring Fund. The Target Fund is expected to pay approximately $159,000 in such stamp duties before the Closing Date, or approximately 0.05% of the Fund’s net assets.

any, would be borne by the Acquiring Fund. Such costs, if any, are not expected to be material for the Acquiring Fund and would be subject to the fee waiver agreement. Therefore, it is likely that such costs ultimately would be borne by American Beacon.

Alternatives to the Reorganization

Comparative Fee and Expense Tables

The following tables show the fees and expenses of each class of shares of the Target Fund and the estimated pro forma fees and expenses of each class of shares of the Acquiring Fund after giving effect to the proposed Reorganization. The Acquiring Fund is newly organized and has not had any operations of its own to date. 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. For future purchases of the Target Fund, you may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in A Shares of the Target Fund. More information about these and other discounts is available (i) from your financial professional, (ii) in the Target Fund’s prospectus and, (iii) in the Target Fund’s Statement of Additional Information. There is no sales charge imposed on purchases (as a percentage of offering price) for the Target Fund’s I Shares, or the Acquiring Fund’s Y Class or R5 Class shares. More information is available in “Choosing Your Share Class” on page [C-3].

Expenses for each share class of the Target Fund are based on the operating expenses incurred by each such class of shares for the six-month period ended April 30, 2024 and are annualized. The pro forma fees and expenses of the Acquiring Fund assume that the Reorganization had been in effect for the same period.

1 Other Expenses are based on estimated expenses for the current fiscal year.

2 Ninety One North America, Inc. (the “Adviser” or “Ninety One”) has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Target Fund, 12b-1 Fees, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other non-routine expenses, such as litigation (collectively, “excluded expenses”)) from exceeding 0.85% of the average daily net assets of each of the Target Fund’s share classes until February 28, 2025 (the “contractual expense limit”). In addition, the Adviser may receive from the Target Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the

recoupment. This agreement will terminate automatically upon the termination of the Target Fund’s investment advisory agreement and may be terminated: (i) by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund III (the “Trust”), for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on February 28, 2025. The Adviser’s right to seek reimbursement of fees waived or payments made to the Target Fund will terminate upon the consummation of the proposed Reorganization.

3 American Beacon Advisors, Inc. (the “Manager”) has contractually agreed to waive fees and/or reimburse expenses of the Acquiring Fund’s  Y Class and R5 Class shares, as applicable, through February 21, 2028  or, if longer, three years following the closing date to the extent that Total Annual Fund Operating Expenses exceed 0.92% for the Y Class and 0.85% for the R5 Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Acquiring Fund’s Board of Trustees. The Manager will itself waive fees and/or reimburse expenses of the Acquiring Fund to maintain the contractual expense ratio caps for each applicable class of shares or make arrangements with other service providers to do so. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Acquiring Fund. The Manager can be reimbursed by the Acquiring Fund for any contractual or voluntary fee waivers or expense reimbursements if reimbursement to the Manager (a) occurs within three years from the date of the Manager’s waiver/reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment.

4 Due to rounding, the amount shown for A Shares does not correlate to the figure shown in the Target Fund’s Financial Highlights table.

1 Other Expenses are based on estimated expenses for the current fiscal year.

2 Ninety One North America, Inc. (the “Adviser” or “Ninety One”) has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Target Fund, 12b-1 Fees, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles and other non-routine expenses, such as litigation (collectively, “excluded expenses”)) from exceeding 0.85% of the average daily net assets of each of the Target Fund’s share classes until February 28, 2025 (the “contractual expense limit”). In addition, the Adviser may receive from the Target Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the contractual expense limit to recoup all or a portion of its prior fee waivers or expense reimbursements made during the rolling three-year period preceding the recoupment if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the contractual expense limit (i) at the time of the fee waiver and/or expense reimbursement and (ii) at the time of the recoupment. This agreement will terminate automatically upon the termination of the Target Fund’s investment advisory agreement and may be terminated: (i) by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund III (the “Trust”), for any reason at any time; or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on February 28, 2025. The Adviser’s right to seek reimbursement of fees waived or payments made to the Target Fund will terminate upon the consummation of the proposed Reorganization

3 American Beacon Advisors, Inc. (the “Manager”) has contractually agreed to waive fees and/or reimburse expenses of the Acquiring Fund’s  Y Class and R5 Class shares, as applicable, through February 21, 2028   or, if longer, three years following the closing date to the extent that Total Annual Fund Operating Expenses exceed 0.92% for the Y Class and 0.85% for the R5 Class (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses). The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Acquiring Fund’s Board of Trustees. The Manager will itself waive fees and/or reimburse expenses of the Acquiring Fund to maintain the contractual expense ratio caps for each applicable class of shares or make arrangements with other service providers to do so. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Acquiring Fund. The Manager can be reimbursed by the Acquiring Fund for any contractual or voluntary fee waivers or expense reimbursements if reimbursement to the Manager (a) occurs within three years from the date of the Manager’s waiver/reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of the recoupment

Example of Fund Expenses

This example is intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds. The example assumes that:

Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:

Fund Turnover

Each 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. During the fiscal year ended October 31, 2023, the portfolio turnover rate for the Target Fund was 48% of the average value of its portfolio and, for the six-month period ended April 30, 2024, the portfolio turnover rate for the Target Fund was 33%. The Acquiring Fund has not yet commenced operations and, therefore, does not have a portfolio turnover rate to report.

Comparison of Investment Objectives, Policies, Strategies, Advisers and Portfolio Managers

The Target Fund and the Acquiring Fund have identical investment objectives and similar principal investment strategies and policies/restrictions. Each Fund’s investment objective is long-term capital growth. Because any investment involves risk, there can be no assurance that either Fund’s investment objective will be achieved. The Funds’ investment objectives are “non-fundamental,” which means that they can be changed by a Fund’s Board of Trustees without the approval of Fund shareholders.

Under normal circumstances, the Target Fund invests, and the Acquiring Fund will invest, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of emerging market companies, and in other instruments, such as shares of exchange-traded funds, that have economic characteristics similar to such securities. The Funds may invest cash balances in other investment companies, including in the case of the Acquiring Fund, a government money market fund advised by American Beacon, with respect to which American Beacon receives a management fee, whereas the Target Fund does not invest cash balances in any affiliated investment companies. Both Funds have a policy permitting the lending of portfolio securities to certain qualified broker-dealers and institutions, but the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to engage in securities lending.

Additionally, although the principal investment strategies do not differ between the Target Fund and the Acquiring Fund other than as described in the prior paragraph, the Acquiring Fund describes in greater detail certain aspects of the principal investment strategies, including that: (i) the Acquiring Fund may invest in U.S. dollar-denominated foreign stocks traded on U.S. exchanges; (ii) the Acquiring Fund generally invests in medium and large capitalization companies; (iii) the securities in which the Acquiring Fund may invest may exhibit characteristics of either value stocks or growth stocks; (iv) the Acquiring Fund may from time to time have significant positions in the information technology sector and the Pacific Basin region; and (v) Ninety One incorporates environmental, social and/or governance analysis as a consideration in the assessment of potential portfolio investments. In addition, the Acquiring Fund has determined that investment in preferred stock is not expected to be a principal investment strategy and has disclosed such investments in its Statement of Additional Information.

Additional information regarding the investment objective and principal investment strategies of each Fund is set forth below. In addition, additional information regarding the investments in which the Acquiring Fund will invest is included in Appendix C under the heading “Additional Information About the Acquiring Funds’ Investments.”

Comparison of Principal Risk Factors

There is no assurance that the Funds will achieve their investment objectives, and you could lose part or all of your investment in the Funds. The Funds are not designed for investors who need an assured level of current income and are intended to be a long-term investment. The Funds are 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 Funds.

Although the Funds describe and organize them differently, the principal risks associated with investments in the Target Fund and the Acquiring Fund are generally similar because the Funds have identical investment objectives and similar principal investment strategies.

In addition, the Acquiring Fund discloses the following principal risks in its Prospectus that the Target Fund does not: Cybersecurity and Operational Risk, Environmental, Social, and/or Governance Investing Risk, the U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges sub-risk of Equity Securities Risk, the Pacific Basin Securities sub-risk of Geographic Concentration Risk, Growth Companies Risk, Investment Risk, Issuer Risk, Market Risk and its Recent Market Events sub-risk, Market Timing Risk, Model and Data Risk, Other Investment Companies Risk and its Government Money Market Funds sub-risk, Sector Risk and its Information Technology Sector sub-risk, and Value Stocks Risk. The Target Fund discloses the following principal risks in its Prospectus that the Acquiring Fund does not: Preferred Stock Risk and, Small-Capitalization Companies Risk. These differences are due to different determinations regarding the principal risks made by the Acquiring Fund and the Target Fund. Like the Target Fund, the Acquiring Fund is subject to Active Management Risk and Liquidity Risk, but discusses those risks under Securities Selection Risk, Redemption Risk and Valuation Risk. In addition, while both Funds permit securities lending, the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to do so. Accordingly, the Acquiring Fund includes Securities Lending Risk as a Principal Risk, but the Target Fund does not.

The Acquiring Fund is subject to the principal risks described below. These risks 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 the Acquiring Fund, regardless of the order in which it appears.

Investment Policies/Restrictions

If the proposed Reorganization occurs, the Target Fund will be managed pursuant to the fundamental and non-fundamental investment policies/restrictions of the Acquiring Fund. A “fundamental” investment policy/restriction is one that may not be changed without a shareholder vote. The fundamental investment policies/restrictions for the Funds relating to diversification, industry concentration, borrowing, lending, underwriting, and investing in real estate and commodities are identical. However, the non-fundamental investment policies/restrictions differ. More detailed information about the Acquiring Fund’s fundamental investment policies/restrictions is available in the Statement of Additional Information. For a comparison of each Fund’s fundamental and non-fundamental investment policies/restrictions, see “Additional Information About the Reorganizations – Comparison of Investment Policies/Restrictions.”

Comparative Performance Information

The Acquiring Fund is newly organized and has no assets, operating history or performance information of its own as of the date of this Proxy Statement. After the proposed Reorganization, which is subject to shareholder approval, the Target Fund will be the accounting survivor. This means that the Acquiring Fund will assume and publish the operating history and performance record of the Target Fund, even after the Target Fund’s liquidation. The Acquiring Fund’s R5 Class shares will adopt the performance history of the Target Fund’s I Shares, and the Acquiring Fund’s Y Class shares will adopt the performance history of the Target Fund’s A Shares.

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Target Fund by showing changes in the Target Fund’s I Shares’ performance from year to year and by showing how the Target Fund’s average annual total returns for 1 year, 5 years, and since inception compare with those of a broad measure of market performance. The bar chart figures do not include sales charges. If sales charges were included, the returns would be lower. The Target Fund’s past performance (before and after taxes) does not necessarily indicate how the Target Fund will perform in the future.

Updated performance information is available on the Target Fund’s website at www.ninetyone.com or by calling toll-free to 1-844-426-8721.

The calendar year-to-date total return as of June 30, 2024 was 10.11%

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Target Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). After tax returns are shown for I Shares only. After tax returns for A Shares will vary.

Capitalization

The following table shows the capitalization of the Target Fund as of July 31, 2024, and the Acquiring Fund on a pro forma combined basis as of July 31, 2024, after giving effect to the proposed Reorganization. The table is for informational purposes only. The capitalization of the Funds is likely to be different on the Closing Date due to

purchase and redemption activity in the Target Fund. The Acquiring Fund is newly organized and did not have any operations of its own as of the date of this Proxy Statement.

After careful consideration, the Target Trust Board unanimously approved the Reorganization Plan with respect to the Ninety One Emerging Markets Equity Fund. Accordingly, the Target Trust Board has submitted the Reorganization Plan for approval by this Fund’s shareholders. The Target Trust Board recommends that you vote “FOR” Proposal 1.

PROPOSAL 2: To approve the Reorganization Plan to reorganize the Ninety One Global Franchise Fund, a series of the Target Trust, into the American Beacon Ninety One Global Franchise Fund, a newly created series of The Acquiring Trust.

This Proposal 2 requests your approval of the Reorganization Plan, pursuant to which the Ninety One Global Franchise Fund (the “Target Fund”) will be reorganized into the American Beacon Ninety One Global Franchise Fund (the “Acquiring Fund”).

In considering whether you should approve this Proposal, you should note the following:

Investment Objectives, Policies, Strategies and Risks of the Funds

competitive advantages and strong global brands or franchises, but does not have a policy to invest at least 80% of its net assets in such investments. The Acquiring Fund has adopted its 80% investment policy and expanded disclosure regarding companies having franchise or brand value in order to comply with new regulatory requirements. This policy does not change the principal investment strategies of the Target Fund.

The Funds may invest cash balances in other investment companies, including in the case of the Acquiring Fund, a government money market fund advised by American Beacon, with respect to which American Beacon receives a management fee, whereas the Target Fund does not invest cash balances in any affiliated investment companies. Both Funds have a policy permitting the lending of portfolio securities to certain qualified broker-dealers and institutions, but the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to engage in securities lending.

Additionally, although the principal investment strategies do not differ between the Target Fund and the Acquiring Fund other than as described in the prior paragraphs, the Acquiring Fund describes in greater detail certain aspects of the principal investment strategies, including that: (i) the Acquiring Fund may invest in foreign developed and emerging market securities; (ii) the Acquiring Fund may invest in Depositary Receipts (as defined below) and U.S. dollar-denominated foreign stocks traded on U.S. exchanges; (iii) the Acquiring Fund may invest in medium capitalization companies; (iv) the securities in which the Acquiring Fund may invest may exhibit characteristics of either value stocks or growth stocks; (v) the Acquiring Fund is expected to invest in approximately 25-40 companies; (vi) the Acquiring Fund may from time to time have significant positions in the information technology sector and in Europe and (vii) Ninety One incorporates environmental, social and/or governance analysis as a consideration in the assessment of potential portfolio investments. In addition, although Ninety One’s research process for identifying securities to purchase and when to sell such securities is not changing, the Acquiring Fund and the Target Fund describe them differently.

In addition, the Acquiring Fund discloses the following principal risks in its Prospectus that the Target Fund does not: Cybersecurity and Operational Risk; Emerging Markets Risk; Environmental, Social, and/or Governance Investing Risk; the Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges sub-risks of Equity Investing Risk; Geographic Concentration Risk and its European Securities sub-risk; Growth Companies Risk; Investment Risk; Issuer Risk; Market Risk and its Recent Market Events sub-risk; Market Timing Risk; Mid-Capitalization Companies Risk; Other Investment Companies Risk and its Government Money Market Funds sub-risk; Redemption Risk; Sector Risk and its Information Technology Sector sub-risk; Valuation Risk; and Value Stocks Risk. These differences are due to different determinations regarding the principal risks made by the Acquiring Fund and the Target Fund. Like the Target Fund, the Acquiring Fund is subject to Active Management Risk, but discusses that risk under Securities Selection Risk. In addition, while both Funds permit securities lending, the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to do so. Accordingly, the Acquiring Fund includes Securities Lending Risk as a Principal Risk, but the Target Fund does not.

Manager, Sub-Advisor and Other Service Providers

from Ninety One to American Beacon. Ninety One will continue to manage the Acquiring Fund on a day-to-day basis, and American Beacon will be responsible for overseeing the management of the Acquiring Fund by Ninety One. For a detailed description of Ninety One and American Beacon, please see “Additional Information about the Funds – Service Providers” below.

Fees and Expenses of the Funds

After the expiration of the current fee waiver agreement, if American Beacon does not continue to reduce and/or reimburse expenses of the Acquiring Fund’s Y Class and R5 Class shares, the total annual fund

operating expenses of the Acquiring Fund’s Y Class and R5 Class shares could exceed the limits set forth in the current fee waiver agreement. If this occurs, the expenses borne by shareholders of the Acquiring Fund’s Y Class and R5 Class shares would increase. American Beacon currently intends to recommend to the Acquiring Trust Board the continuation of the fee waiver agreement with the same or substantially similar limits for the Acquiring Fund for the foreseeable future.

Shares of the Acquiring Fund

Costs and Tax Consequences of the Reorganization

other direct costs of the Reorganization, Ninety One or its affiliates and American Beacon or its affiliates will each bear their own costs. The Target Fund, however, will bear the following direct costs and expenses related to the proposed Reorganization:

Alternatives to the Reorganization

Comparative Fee and Expense Tables

The following tables show the fees and expenses of each class of shares of the Target Fund and the estimated pro forma fees and expenses of each class of shares of the Acquiring Fund after giving effect to the proposed Reorganization. The Acquiring Fund is newly organized and has not had any operations of its own to date. 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. For future purchases of the Target Fund, you may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in A Shares of the Target Fund. More information about these and other discounts is available (i) from your financial professional, (ii) in the Target Fund’s prospectus and, (iii) in the Target Fund’s Statement of Additional Information. There is no sales charge imposed on purchases (as a percentage of offering price) for the Target Fund’s I Shares, or the Acquiring Fund’s Y Class or R5 Class shares. More information is available in “Choosing Your Share Class” on page [C-3].

Expenses for each share class of the Target Fund are based on the operating expenses incurred by each such class of shares for the six-month period ended April 30, 2024 and are annualized. The pro forma fees and expenses of the Acquiring Fund assume that the Reorganization had been in effect for the same period.

Example of Fund Expenses

This example is intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds. The example assumes that:

Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:

Fund Turnover

Each 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. During the fiscal year ended October 31, 2023, the portfolio turnover rate for the Target Fund was 8% of the average value of its portfolio and, for the six-month period ended April 30, 2024, the portfolio turnover rate for the Target Fund was 17%. The Acquiring Fund has not yet commenced operations and, therefore, does not have a portfolio turnover rate to report.

Comparison of Investment Objectives, Policies, Strategies, Advisers and Portfolio Managers

The Target Fund and the Acquiring Fund have identical investment objectives and similar principal investment strategies and policies/restrictions. Each Fund’s investment objective is long-term capital growth. Because any investment involves risk, there can be no assurance that either Fund’s investment objective will be achieved. The Funds’ investment objectives are “non-fundamental,” which means that they can be changed by a Fund’s Board of Trustees without the approval of Fund shareholders.

Under normal circumstances, the Acquiring Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities of companies that the sub-advisor believes have recognized franchise or brand value. Companies with recognized franchise or brand value are those that the sub-advisor believes have: enduring competitive advantages, dominant market positions in stable growing industries, low sensitivity to the economic and market cycle, healthy balance sheets and low capital intensity, and sustainable cash generation and effective capital allocation. Under normal circumstances, the Target Fund seeks to achieve its investment objective by investing primarily in common stocks of large capitalization companies that Ninety One believes have rare and exceptional qualities that create enduring competitive advantages and strong global brands or franchises, but does not have a policy to invest at least 80% of its net assets in such investments. The Acquiring Fund has adopted its 80% investment minimum and expanded its disclosure regarding companies having franchise or brand value in order to comply with new regulatory requirements. This policy does not change the principal investment strategies of the Target Fund.

The Funds may invest cash balances in other investment companies, including in the case of the Acquiring Fund, a government money market fund advised by American Beacon, with respect to which American Beacon receives a management fee, whereas the Target Fund does not invest cash balances in any affiliated investment companies. Both Funds have a policy permitting the lending of portfolio securities to certain qualified broker-dealers and institutions, but the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to engage in securities lending.

Additionally, although the principal investment strategies do not differ between the Target Fund and the Acquiring Fund other than as described in the prior paragraphs, the Acquiring Fund describes in greater detail certain aspects of the principal investment strategies, including that: (i) the Acquiring Fund may invest in foreign developed and emerging market securities; (ii) the Acquiring Fund may invest in Depositary Receipts (as defined below) and U.S. dollar-denominated foreign stocks traded on U.S. exchanges; (iii) the Acquiring Fund may invest in medium capitalization companies; (iv) the securities in which the Acquiring Fund may invest may exhibit characteristics of either value stocks or growth stocks; (v) the Acquiring Fund is expected to invest in approximately 25-40 companies; (vi) the Acquiring Fund may from time to time have significant positions in the information technology sector and in Europe; and (vii) Ninety One incorporates environmental, social and/or governance analysis as a consideration in the assessment of potential portfolio investments. In addition, although Ninety One’s research process for identifying securities to purchase and when to sell such securities is not changing, the Acquiring Fund and the Target Fund describe them differently.

Additional information regarding the investment objective and principal investment strategies of each Fund is set forth below. In addition, additional information regarding the investments in which the Acquiring Fund will invest is included in Appendix C under the heading “Additional Information About the Acquiring Funds’ Investments.”

Comparison of Principal Risk Factors

There is no assurance that the Funds will achieve their investment objectives, and you could lose part or all of your investment in the Funds. The Funds are not designed for investors who need an assured level of current income and are intended to be a long-term investment. The Funds are 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 Funds.

Although the Funds describe and organize them differently, the principal risks associated with investments in the Target Fund and the Acquiring Fund are generally similar because the Funds have identical investment objectives and similar principal investment strategies.

In addition, the Acquiring Fund discloses the following principal risks in its Prospectus that the Target Fund does not: Cybersecurity and Operational Risk, Emerging Markets Risk, Environmental, Social, and/or Governance Investing Risk, the Depositary Receipts and U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges sub-risks of Equity Investing Risk, Geographic Concentration Risk and its European Securities sub-risk, Growth Companies Risk, Investment Risk, Issuer Risk, Market Risk and its Recent Market Events sub-risk, Market Timing Risk, Mid-Capitalization Companies Risk, Other Investment Companies Risk and its Government Money Market Funds sub-risk, Redemption Risk, Sector Risk and its Information Technology Sector sub-risk, Valuation Risk and Value Stocks Risk. These differences are due to different determinations regarding the principal risks made by the Acquiring Fund and the Target Fund. Like the Target Fund, the Acquiring Fund is subject to Active Management Risk, but discusses that risk under Securities Selection Risk. In addition, while both Funds permit securities lending, the Target Fund has

not engaged in securities lending, whereas the Acquiring Fund intends to do so. Accordingly, the Acquiring Fund includes Securities Lending Risk as a Principal Risk, but the Target Fund does not.

The Acquiring Fund is subject to the principal risks described below. These risks 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 the Acquiring Fund, regardless of the order in which it appears.

Investment Policies/Restrictions

If the proposed Reorganization occurs, the Target Fund will be managed pursuant to the fundamental and non-fundamental investment policies/restrictions of the Acquiring Fund. A “fundamental” investment policy/restriction is one that may not be changed without a shareholder vote. The fundamental investment policies/restrictions for the Funds relating to industry concentration, borrowing, lending, underwriting, and investing in real estate and commodities are identical. However, the non-fundamental investment policies/restrictions differ. More detailed information about the Acquiring Fund’s fundamental investment policies/restrictions is available in the Statement of Additional Information. For a comparison of each Fund’s fundamental and non-fundamental investment policies/restrictions, see “Additional Information About the Reorganizations – Comparison of Investment Policies/Restrictions.”

Comparative Performance Information

The Acquiring Fund is newly organized and has no assets, operating history or performance information of its own as of the date of this Proxy Statement. After the proposed Reorganization, which is subject to shareholder approval, the Target Fund will be the accounting survivor. This means that the Acquiring Fund will assume and publish the operating history and performance record of the Target Fund, even after the Target Fund’s liquidation. The Acquiring Fund’s R5 Class shares will adopt the performance history of the Target Fund’s I Shares, and the Acquiring Fund’s Y Class shares will adopt the performance history of the Target Fund’s A Shares.

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Target Fund by showing changes in the Target Fund’s I Shares’ performance from year to year and by showing how the Target Fund’s average annual total returns for 1 year, 5 years, and since inception compare with those of a broad measure of market performance. The bar chart figures do not include sales charges. If sales charges were included, the returns would be lower. The Target Fund’s past performance (before and after taxes) does not necessarily indicate how the Target Fund will perform in the future.

Updated performance information is available on the Target Fund’s website at www.ninetyone.com or by calling toll-free to 1-844-426-8721.

The calendar year-to-date total return as of June 30, 2024 was 5.01%.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). After tax returns are shown for I Shares only. After tax returns for A Shares will vary.

Capitalization

The following table shows the capitalization of the Target Fund as of July 31, 2024, and the Acquiring Fund on a pro forma combined basis as of July 31, 2024, after giving effect to the proposed Reorganization. The table is for informational purposes only. The capitalization of the Funds is likely to be different on the Closing Date due to purchase and redemption activity in the Target Fund. The Acquiring Fund is newly organized and did not have any operations of its own as of the date of this Proxy Statement.

After careful consideration, the Target Trust Board unanimously approved the Reorganization Plan with respect to the Ninety One Global Franchise Fund. Accordingly, the Target Trust Board has submitted the Reorganization Plan for approval by this Fund’s shareholders. The Target Trust Board recommends that you vote “FOR” Proposal 2.

PROPOSAL 3: To approve the Reorganization Plan to reorganize the Ninety One International Franchise Fund, a series of the Target Trust, into the American Beacon Ninety One International Franchise Fund, a newly created series of The Acquiring Trust.

This Proposal 3 requests your approval of the Reorganization Plan, pursuant to which the Ninety One International Franchise Fund (the “Target Fund”) will be reorganized into the American Beacon Ninety One International Franchise Fund (the “Acquiring Fund”).

In considering whether you should approve this Proposal, you should note the following:

Investment Objectives, Policies, Strategies and Risks of the Funds

Manager, Sub-Advisor and Other Service Providers

Fees and Expenses of the Funds

Shares of the Acquiring Fund

Costs and Tax Consequences of the Reorganization

Alternatives to the Reorganization

Comparative Fee and Expense Tables

The following tables show the fees and expenses of each class of shares of the Target Fund and the estimated pro forma fees and expenses of each class of shares of the Acquiring Fund after giving effect to the proposed Reorganization. The Acquiring Fund is newly organized and has not had any operations of its own to date. 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. More information is available in “Choosing Your Share Class” on page [C-3].

Expenses for the share class of the Target Fund are based on the operating expenses incurred by that class of shares for the six-month period ended April 30, 2024 and are annualized. The pro forma fees and expenses of the Acquiring Fund assume that the Reorganization had been in effect for the same period.

Example of Fund Expenses

This example is intended to help you compare the costs of investing in the Funds with the cost of investing in other mutual funds. The example assumes that:

Although your actual costs may be higher or lower, based on these assumptions, whether you redeem or hold your shares, your costs would be:

Fund Turnover

Each 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. During the fiscal year ended October 31, 2023, the portfolio turnover rate for the Target Fund was 8% of the average value of its portfolio and, for the six-month period ended April 30, 2024, the portfolio turnover rate for the Target Fund rounds to 0%. The Acquiring Fund has not yet commenced operations and, therefore, does not have a portfolio turnover rate to report.

Comparison of Investment Objectives, Policies, Strategies, Advisers and Portfolio Managers

The Target Fund and the Acquiring Fund have identical investment objectives and similar principal investment strategies and policies/restrictions. Each Fund’s investment objective is long-term capital growth. Because any investment involves risk, there can be no assurance that either Fund’s investment objective will be achieved. The Funds’ investment objectives are “non-fundamental,” which means that they can be changed by a Fund’s Board of Trustees without the approval of Fund shareholders.

Under normal circumstances, the Acquiring Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities of companies that the sub-advisor believes have recognized franchise or brand value. Companies with recognized franchise or brand value are those that the sub-advisor believes have: enduring competitive advantages, dominant market positions in stable growing industries, low sensitivity to the economic and market cycle, healthy balance sheets and low capital intensity, and sustainable cash generation and effective capital allocation. Under normal circumstances, the Target Fund seeks to achieve its investment objective by investing primarily in international companies that Ninety One believes have rare and exceptional qualities that create enduring competitive advantages, but does not have a policy to invest at least 80% of its net assets in such investments. The Acquiring Fund has adopted its 80% investment minimum and expanded its disclosure regarding companies having franchise or brand value in order to comply with new regulatory requirements. This policy does not change the principal investment strategies of the Target Fund.

The Funds may invest cash balances in other investment companies, including in the case of the Acquiring Fund a government money market fund advised by American Beacon, with respect to which American Beacon receives a management fee, whereas the Target Fund does not invest cash balances in any affiliated investment companies. Both Funds have a policy permitting the lending of portfolio securities to certain qualified broker-dealers and institutions, but the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to engage in securities lending.

Additionally, although the principal investment strategies do not differ between the Target Fund and the Acquiring Fund other than as described in the prior paragraphs, the Acquiring Fund describes in greater detail certain aspects of the principal investment strategies, including that: (i) and the Acquiring Fund may invest in U.S. dollar-denominated foreign stocks traded on U.S. exchanges; (ii) the securities in which the Acquiring Fund may invest may exhibit characteristics of either value stocks or growth stocks; (iii) the Acquiring Fund may from time to time have significant positions in the information technology sector and in Europe and the Pacific Basin region; and (iv) Ninety One incorporates environmental, social and/or governance analysis as a consideration in the assessment of potential portfolio investments. In addition, the Acquiring Fund has determined that investment in China is not expected to be a principal investment strategy, and has disclosed such investments in its Statement of Additional Information. Although Ninety One’s research process for identifying securities to purchase and when to sell such securities is not changing, the Acquiring Fund and the Target Fund describe them differently.

Additional information regarding the investment objective and principal investment strategies of each Fund is set forth below. In addition, additional information regarding the investments in which the Acquiring Fund will invest is included in Appendix C under the heading “Additional Information About the Acquiring Funds’ Investments.”

Comparison of Principal Risk Factors

There is no assurance that the Funds will achieve their investment objectives, and you could lose part or all of your investment in the Funds. The Funds are not designed for investors who need an assured level of current income and are intended to be a long-term investment. The Funds are 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 Funds.

Although the Funds describe and organize them differently, the principal risks associated with investments in the Target Fund and the Acquiring Fund are generally similar because the Funds have identical investment objectives and similar principal investment strategies.

In addition, the Acquiring Fund discloses the following principal risks in its Prospectus that the Target Fund does not: Cybersecurity and Operational Risk, Environmental, Social, and/or Governance Investing Risk, the U.S. Dollar-Denominated Foreign Stocks Traded on U.S. Exchanges sub-risk of Equity Investing Risk, the European Securities and Pacific Basin Securities sub-risks of Geographic Concentration Risk, Growth Companies Risk, Investment Risk, Issuer Risk, Market Risk and its Recent Market Events sub-risk, Market Timing Risk, Other Investment Companies Risk and its Government Money Market Funds sub-risk, Redemption Risk, Sector Risk and its Information Technology Sector sub-risk, Small Fund Risk, Valuation Risk and Value Stocks Risk. The Target Fund discloses the following principal risks in its Prospectus that the Acquiring Fund does not: Risk of Investing in China and Stock Connect Investing Risk. These differences are due to different determinations regarding the principal risks made by the Acquiring Fund and the Target Fund. Like the Target Fund, the Acquiring Fund is subject to Active Management Risk, but discusses that risk under Securities Selection Risk. In addition, while both Funds permit securities lending, the Target Fund has not engaged in securities lending, whereas the Acquiring Fund intends to do so. Accordingly, the Acquiring Fund includes Securities Lending Risk as a Principal Risk, but the Target Fund does not.

The Acquiring Fund is subject to the principal risks described below. These risks 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 the Acquiring Fund, regardless of the order in which it appears.

Investment Policies/Restrictions

If the proposed Reorganization occurs, the Target Fund will be managed pursuant to the fundamental and non-fundamental investment policies/restrictions of the Acquiring Fund. A “fundamental” investment policy/restriction is one that may not be changed without a shareholder vote. The fundamental investment policies/restrictions for the Funds relating to industry concentration, borrowing, lending, underwriting, and investing in real estate and commodities are identical. However, the non-fundamental investment policies/restrictions differ. More detailed information about the Acquiring Fund’s fundamental investment policies/restrictions is available in the Statement of Additional Information. For a comparison of each Fund’s fundamental and non-fundamental investment policies/restrictions, see “Additional Information About the Reorganizations – Comparison of Investment Policies/Restrictions.”

Comparative Performance Information

The Acquiring Fund is newly organized and has no assets, operating history or performance information of its own as of the date of this Proxy Statement. After the proposed Reorganization, which is subject to shareholder approval, the Target Fund will be the accounting survivor. This means that the Acquiring Fund will assume and publish the operating history and performance record of the Target Fund, even after the Target Fund’s liquidation. The Acquiring Fund’s R5 Class shares will adopt the performance history of the Target Fund’s I Shares.

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Target Fund by showing changes in the Target Fund’s I Shares’ performance from year to year and by showing how the Target Fund’s average annual total returns for 1 year and since inception compare with those of a broad measure of market performance. The bar chart figures do not include sales charges. If sales charges were included, the returns would be lower. The Target Fund’s past performance (before and after taxes) does not necessarily indicate how the Target Fund will perform in the future.

Updated performance information is available on the Target Fund’s website at www.ninetyone.com or by calling toll-free to 1-844-426-8721.

The calendar year-to-date total return as of June 30, 2024 was 7.59%.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). Returns after taxes on distribution and sale of Fund shares may be higher than before-tax returns when a net capital loss occurs upon redemption of Fund shares.

Capitalization

The following table shows the capitalization of the Target Fund as of July 31, 2024, and the Acquiring Fund on a pro forma combined basis as of July 31, 2024, after giving effect to the proposed Reorganization. The table is for informational purposes only. The capitalization of the Funds is likely to be different on the Closing Date due to purchase and redemption activity in the Target Fund. The Acquiring Fund is newly organized and did not have any operations of its own as of the date of this Proxy Statement.

After careful consideration, the Target Trust Board unanimously approved the Reorganization Plan with respect to the Ninety One International Franchise Fund. Accordingly, the Target Trust Board has submitted the Reorganization Plan for approval by this Fund’s shareholders. The Target Trust Board recommends that you vote “FOR” Proposal 3.

ADDITIONAL INFORMATION ABOUT THE REORGANIZATIONS

Terms of the Reorganization Plan

The terms and conditions under which the Reorganizations would be completed are contained in the Reorganization Plan. The following summary thereof is qualified in its entirety by reference to the Reorganization Plan, a copy of the form of which is attached to this Proxy Statement as Appendix A.

Each Reorganization will involve a Target Fund transferring all of its assets to the corresponding Acquiring Fund in exchange solely for Acquiring Fund shares and the Acquiring Fund’s assumption of all the Target Fund’s liabilities. On or as soon as is reasonably practicable after the applicable Closing Date, each Target Fund will distribute the Acquiring Fund shares it receives in its Reorganization to its shareholders. The number of full and fractional Acquiring Fund shares each shareholder will receive will be equal in number and aggregate NAV, as of immediately after the

close of business (generally 4:00 p.m., Eastern time) on the applicable Closing Date, to the corresponding Target Fund shares the shareholder holds at that time (for the benefit thereof, as applicable). After such distribution, the Target Trust will take all necessary steps under its Agreement and Declaration of Trust and Delaware and any other applicable law to effect a complete termination of each Target Fund.

Each Reorganization may be terminated at any time at or before the applicable Closing Date by (1) either the Target Trust or the Acquired Trust (a) in the event of the other Trust’s material breach of any representation, warranty, agreement or covenant contained in the Reorganization Plan to be performed at or before the applicable Closing Date, (b) if a condition to a Trust’s obligations has not been met and it reasonably appears that that condition will not or cannot be met, (c) if a governmental body issues an order, decree, or ruling having the effect of permanently enjoining, restraining, or otherwise prohibiting consummation of the Reorganization, or (d) if the Reorganizations have not occurred on or before June 30, 2025, or another date to which the Trusts agree; (2) by the Trusts’ mutual agreement; or (3) by either Trust, in the event that a Target Fund does not receive the requisite shareholder approval for its Reorganization.

The consummation of each Reorganization also is subject to various conditions, including approval of the proposed Reorganizations by the applicable Target Fund’s shareholders, completion of all filings with, and receipt of all necessary approvals from, the SEC, and delivery of legal opinions, including a legal opinion regarding the federal income tax consequences of the proposed Reorganizations. Subject to the satisfaction of all applicable conditions, including conditions specified in the Reorganization Plan as well as conditions to the Reorganizations discussed above, each Reorganization will take place immediately after the close of business on the Closing Date.

The Target Trust Board, including the Trustees who are not “interested persons” (as defined in the 1940 Act) of either Trust (the “Independent Trustees”), has determined, with respect to each Target Fund, that the interests of its existing shareholders will not be diluted as a result of the proposed Reorganization and that participation in the proposed Reorganization is in the best interests of each Target Fund. Similarly, the Acquiring Trust Board, including its Independent Trustees, has determined, with respect to each Acquiring Fund, that the interests of its shareholders will not be diluted as a result of the proposed Reorganization and that participation in the proposed Reorganization is in the best interests of the Acquiring Fund.

Ninety One or its affiliates and American Beacon or its affiliates have agreed to bear the following direct costs and expenses related to the proposed Reorganizations equally: (1) costs, including legal and accounting fees, associated with preparing, reviewing, and filing the Agreement and Targe Funds’ proxy materials; (2) expenses incurred in connection with printing and mailing the Target Funds’ proxy materials and the solicitation of proxies for the special meeting of Target Fund shareholders; (3) transfer agent and custodian conversion costs; (4) service provider termination fees for the Target Funds; (5) costs of preparing and filing the Acquiring Fund’s registration statement; (6) the costs of preparing and filing the Target Fund’s prospectus supplement; and (7) costs associated with any meeting of the Target Trust Board or the Acquiring Trust Board. Each Target Fund will bear, as applicable, (i) the costs of selling portfolio securities necessary to effect the Reorganizations in instances where the Target Fund holds securities in a country that does not permit the in-kind transfer of securities; and (ii) transfer or stamp duties, such as those typically imposed in certain non-U.S. markets in connection with the transfer of portfolio securities to the Acquiring Fund. Each Acquiring Fund will bear, as applicable, the costs of buying portfolio securities necessary to effect the Reorganizations in instances where the Target Fund holds securities in a country that does not permit the in-kind transfer of securities.

Approval of the Reorganization Plan with respect to a Target Fund covered thereby will require a “majority vote” of its shareholders as that term is defined in the 1940 Act. Specifically, the approval of the Reorganization Plan will require the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at a meeting, if the holders of more than 50% of its outstanding voting securities are present or represented by proxy, or (ii) more than 50% of its outstanding voting securities. If the Reorganization Plan is not approved with respect to a Target Fund by its shareholders or its Reorganization is not consummated for any other reason, the Target Trust Board will consider other possible courses of action. Please see “Voting Information” below for more information.

In connection with the Reorganizations, the Manager and, to the extent applicable, Ninety One, have agreed to use all commercially reasonable efforts to ensure that the Reorganizations comply with the safe harbor provisions of Section 15(f) of the 1940 Act. Section 15(f) requires, among other things, that during the three-year period immediately following the Reorganizations, at least 75% of the members of the Acquiring Trust Board must not be “interested

persons” of American Beacon or Ninety One within the meaning of the 1940 Act. Section 15(f) also requires that no “unfair burden” be imposed on an Acquiring Fund as a result of the Reorganization or any express or implied terms, conditions or understandings applicable thereto.

Description of the Securities to Be Issued

In accordance with the procedures provided for in the Reorganization Plan, the shareholders of each Target Fund will receive shares of the class equal in number to and with the same aggregate value of the corresponding Acquiring Fund that the shareholder held in each Target Fund immediately prior to the Reorganization as set forth below:

Shares will be held in book entry form only; paper certificates will not be issued. No sales charges will be imposed in connection with the receipt of Acquiring Fund shares by shareholders of a Target Fund pursuant to a Reorganization.

The Funds have similar, but not identical, distribution and purchase procedures, exchange rights and redemption procedures. There is no minimum initial or subsequent investment amount for A Shares or I Shares of the Target Fund. For the Acquiring Fund, the Y Class shares have a $100,000 minimum initial investment amount, and the R5 Class shares have a $250,000 minimum initial investment amount. These minimum investment requirements will be waived for all Target Fund shareholders in connection with the Reorganization, and Target Fund shareholders will be able to continue to purchase Y Class or R5 Class shares of the Acquiring Fund without meeting the respective minimum initial investment amounts. Target Fund shareholders will not incur any sales loads or similar transaction charges as a result of the Reorganizations.

Board Considerations

At a meeting of the Target Trust Board held on June 17-18, 2024 and subsequently in connection with a written consent (together, the “Target Trust Meeting”), the Target Trust Board considered the Reorganizations, with the advice and assistance of fund counsel and independent legal counsel to the Target Trust’s Independent Trustees. In advance of the Target Trust Meeting, Ninety One and American Beacon provided background materials, analyses and other information to the Target Trust Board regarding, among other things, the information discussed below, including responses to specific requests by the Target Trust Board. In connection with the Target Trust Meeting, the Target Trust Board received a presentation from representatives of Ninety One and reviewed the terms of the Reorganization Plan, noting that the Reorganizations would be submitted to the Target Funds’ shareholders for approval. Representatives of Ninety One also responded to questions raised by the Target Trust Board in connection with the Target Trust Meeting.

After the Target Trust Board reviewed, evaluated and discussed the materials, analyses and information provided to it that the Target Trust Board considered relevant to its deliberations, the Target Trust Board, including the Target Trust’s Independent Trustees, unanimously approved the Reorganizations. The Target Trust Board, including the Target Trust’s Independent Trustees, also unanimously determined that participation by the Target Funds in the Reorganizations would be in the best interests of the Target Funds and that the interests of existing shareholders of the Target Funds would not be diluted as a result of the Reorganizations.

In making these determinations, the Target Trust Board, including all of the Target Trust’s Independent Trustees, considered a number of factors, including the potential benefits and costs of the Reorganizations to the shareholders of the Target Funds. In its deliberations, the Target Trust Board did not identify any particular factor or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors

together, and individual trustees may have attributed different weights to various factors. These considerations included the following:

Comparison of Investment Policies/Restrictions

If the proposed Reorganization occurs, each Target Fund will be managed pursuant to the fundamental and non-fundamental investment policies/restrictions of the corresponding Acquiring Fund. The fundamental investment policies/restrictions for each Acquiring Fund are identical to the corresponding Target Fund. However, the non-fundamental investment policies/restrictions differ. The investment policies/restrictions identified as fundamental cannot be changed without approval by the vote of a majority of the outstanding shares of a Fund. The phrase “majority of the outstanding shares” means the vote of (i) 67% or more of a Fund’s shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less. A non-fundamental investment policy/restriction of a Fund may be changed with respect to each Fund by a vote of a majority of the applicable board.

Under the Investment Company Act, the above limitations (except the limitation on borrowings) are based upon asset values at the time of the applicable transaction; accordingly, a subsequent change in asset values will not affect a transaction that was in compliance with the investment restrictions at the time such transaction was affected.

For purposes of the Acquired Fund’s industry concentration policy, the Manager may analyze the characteristics of a particular issuer and instrument and may assign an industry classification consistent with those characteristics. The Manager may, but need not, consider industry classifications provided by third parties, and the classifications applied to Acquired Fund investments will be informed by applicable law. A large economic or market sector shall not be construed as a single industry or group of industries. The Manager currently considers securities issued by a foreign government (but not the U.S. Government or its agencies or instrumentalities) to be an “industry” subject to the 25% limitation. Thus, not more than 25% of an Acquired Fund’s total assets will be invested in securities issued by any one foreign government or supranational organization. An Acquired Fund might invest in certain securities issued by companies in a particular industry whose obligations are guaranteed by a foreign government. The Manager could

consider such a company to be within the particular industry and, therefore, an Acquired Fund will invest in the securities of such a company only if it can do so under its industry concentration policy.

For purposes of each Acquiring Fund’s policy relating to issuing senior securities set forth above, “senior securities” are defined as Fund obligations that have a priority over the Fund’s shares with respect to the payment of dividends or the distribution of Fund assets. The Investment Company Act prohibits each Fund from issuing any class of senior securities or selling any senior securities of which it is the issuer, except that the Fund is permitted to borrow from a bank so long as, immediately after such borrowings, there is an asset coverage of at least 300% for all borrowings of the Fund (not including borrowings for temporary purposes in an amount not exceeding 5% of the value of the Fund’s total assets). In the event that such asset coverage falls below this percentage, the Fund is required to reduce the amount of its borrowings within three days (not including Sundays and holidays) so that the asset coverage is restored to at least 300%. Consistent with guidance issued by the SEC and its staff, the requisite asset coverage may vary among different types of instruments. The Acquiring Fund’s policies above will be interpreted not to prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin.

For purposes of each Acquiring Fund’s policy relating to making loans set forth above, securities loans will not be made if, as a result, the aggregate amount of all outstanding securities loans by the Fund exceeds 33¹/3% of its total assets (including the market value of collateral received).

Federal Income Tax Consequences of the Reorganization

The Target Trust believes that each Target Fund has qualified for treatment as a regulated investment company under Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) since its inception. Accordingly, the Target Trust believes each Target Fund has been, and expects each Target Fund to continue through the applicable Closing Date, to be relieved of any federal income tax liability on its taxable income and net gains it distributes to shareholders to the extent provided for in Subchapter M.

The Reorganizations are intended to qualify for federal income tax purposes as tax-free reorganizations under section 368(a)(F) of the Code. As a condition to the Closing, the Target Trust and the Acquiring Trust will receive an opinion of the Acquiring Trust’s counsel substantially to the effect that -- based on certain assumptions and conditioned on the representations set forth in the Reorganization Plan (and, if such counsel requests, in separate letters from the Target Trust and the Acquiring Trust) being true and complete at the time of the Closing and each Reorganization being consummated in accordance with the Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that counsel has not approved) -- each Reorganization will qualify as such a reorganization and each Fund will be “a party to a reorganization” (within the meaning of section 368(b) of the Code) and that, accordingly, for federal income tax purposes

asset will include the Target Fund’s holding period therefor (except where the Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period); and

Notwithstanding the above, the opinion of counsel may state that no opinion is expressed as to the effect of a Reorganization on the Funds or any shareholder with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the termination or transfer thereof under a mark-to-market system of accounting.

Opinions of counsel are not binding upon the Internal Revenue Service (“IRS”) or the courts. If a Reorganization is consummated but does not qualify as a tax-free reorganization under the Code, a Target Fund would recognize gain or loss on the transfer of its assets to the corresponding Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in the Target Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

Significant holders of shares of each Target Fund (generally, those holders that own at least 1% of the total outstanding stock (by vote or value) of a Target Fund or that own Target Fund securities with an aggregate basis of $1 million or more immediately prior to the Reorganization) generally will be required to attach a statement to their U.S. federal income tax return for the year in which the Reorganization occurs that contains the information listed in U.S. Treasury Regulation 1.368-3(b).

Tracking Your Basis and Holding Period. After a Reorganization, you will continue to be responsible for tracking the adjusted tax basis in and holding period of your Acquiring Fund shares for federal income tax purposes. Any basis determination method you elected with respect to Target Fund shares you acquired will continue to be used by the corresponding Acquiring Fund after the Reorganization for the Acquiring Fund shares exchanged for those Target Fund shares in the Reorganization (“Covered Exchange Shares”). If you want to use any acceptable method for basis determination other than the average basis method, which will be each Acquiring Fund’s default method, with respect to any Acquiring Fund shares you acquire after the Reorganization (“Covered AB Shares” and, collectively with Covered Exchange Shares, “Covered Shares”), or want to change your election with respect to Covered Exchange Shares, you will have to elect to do so in writing (which may be electronic). Any basis determination method for Covered Shares may not be changed with respect to a redemption thereof after the settlement date of the redemption.

Each Acquiring Fund (or its administrative agent) is required to report to the IRS and furnish to its shareholders the basis information for Covered Shares. As a result, an Acquiring Fund is required to report the gross proceeds from the redemption of its shares and, for Covered Shares, is also required to report the basis information and indicate whether they had a short-term (one year or less) or long-term (more than one year) holding period. Before making any redemptions, you should consult with your tax adviser to determine the best IRS-accepted basis determination method for your tax situation and to obtain more information about how the basis reporting law applies to you.

Form of Organization and Rights of Shareholders of the Funds

The rights of shareholders of the Acquiring Funds are substantially similar to the rights of shareholders of the Target Funds. The Target Trust is organized as a Delaware statutory trust, whereas the Acquiring Trust is organized as a Massachusetts business trust. Each Trust’s operations are governed by its Declaration of Trust and By-laws and applicable Delaware or Massachusetts law. The operations of each Trust are also subject to the provisions of the 1940 Act and the rules and regulations thereunder. The chart below describes some of the differences between your rights as a Target Fund shareholder and your rights as an Acquiring Fund shareholder.

Purchase and Sale of Acquiring Fund Shares

You may buy or sell shares of the Fund through a retirement plan, an investment professional, a broker-dealer, or other financial intermediary. You may purchase or redeem shares of the Fund on any day the New York Stock Exchange (“NYSE”) is open, at the Fund’s net asset value (“NAV”) per share next calculated after your order is received in proper form, subject to any applicable sales charge. The Manager may, in its sole discretion, allow certain individuals to invest directly in the Fund. For more information regarding eligibility to invest directly please see “About Your Investment - Purchase and Redemption of Shares” in Appendix C.

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, Resolute Investment Distributors, Inc., 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.

Comparison of Distribution and Purchase, Redemption and Exchange Procedures

SEI Investments Distribution Co. (“SEI Distribution”), located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, is the distributor for the shares of the Target Funds. SEI Distribution is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”). Under a Distribution Agreement with the Target Trust, SEI Distribution acts as the Target Funds’ agent in connection with the continuous offering of shares of the Target Funds. SEI Distribution has no obligation to sell any specific quantity of the Target Funds’ shares.

Resolute Investment Distributors, Inc. (“RID” or “Distributor’”), located at 220 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039, will be the distributor and principal underwriter of the Acquiring Funds’ shares. RID is a registered broker-dealer and is a member of FINRA. The Distributor is affiliated with the Manager through common ownership. Under a Distribution Agreement with the Acquiring Trust, RID acts as the distributor and principal underwriter of the Acquiring Trust in connection with the continuous offering of shares of the Acquiring Funds. The Distributor continually distributes shares of the Acquiring Fund on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Acquiring Funds’ shares.

The Target Funds have adopted a distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, for A Shares that allows the Target Funds to pay distribution and/or service fees for the sale and distribution of Target Fund shares, and for services provided to shareholders. Because these fees are paid out of a Target Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual Rule 12b-1 fee for A Shares of a Target Fund is 0.25%.

The Y Class and R5 Class shares of the Acquiring Funds do not pay any Rule 12b-1 fees.

Purchase, Redemption and Exchange Procedures

Purchase Procedures. The purchase procedures for the Target Funds and the Acquiring Funds are similar. I Shares of the Target Fund are offered exclusively to:

A Shares of a Target Fund can generally only be purchased through an account with a broker or other financial intermediary.

The Y Class and R5 Class shares of the Acquiring Funds are available to eligible investors who meet the minimum initial investment. Subject to eligibility, shareholders may invest in the Acquiring Funds through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans. The Manager may allow certain individuals to invest directly in the Acquiring Funds in its sole discretion.

There is no minimum initial or subsequent investment amount for I Shares or A Shares of a Fund. The minimum initial investment for Y Class shares of the Acquiring Fund will be $100,000. The minimum initial investment for R5 Class shares of the Acquiring Fund will be $250,000. The minimum subsequent investment amount for the Acquiring Fund’s Y Class and R5 Class shares is $50 for purchases by ACH, check or exchange, and $0 for purchases by wire transfer. These minimum investment requirements will be waived for all Target Fund shareholders in connection with the Reorganization, and Target Fund shareholders will be able to continue to purchase Y Class or R5 Class shares of the Acquiring Fund without meeting the respective minimum initial investment amounts.

Acquiring Fund shares may be purchased only in U.S. States and Territories in which they can be legally sold. Prospective investors should inquire as to whether shares of an Acquiring Fund are available for offer and sale in their jurisdiction. The Acquiring Funds reserve the right to refuse purchases if, in the judgment of the Acquiring Fund, the transaction would adversely affect the Acquiring Fund and its shareholders. The Acquiring Funds have the right to reject any purchase order or cease offering any or all classes of shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Acquiring Funds will not accept ‘‘starter’’ checks, credit card checks, money orders, cashier’s checks, or third-party checks.

If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees the Acquiring Fund or the Manager has incurred. Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted or canceled and the monies may be withheld. Additional information for the Acquiring Funds is set forth in Appendix C to this Proxy Statement.

Redemption Procedures. The Target Fund permits, and the Acquiring Fund will permit, redemptions by mail and telephone, and the Acquiring Fund will permit redemptions via the internet and through wire. For shares purchased through a broker-dealer or financial intermediary, shares may be redeemed through that financial intermediary. Additionally, each Fund has also reserved the right to redeem shares “in kind.” Additional shareholder account information for the Acquiring Fund is set forth in Appendix C to this Proxy Statement.

Exchange Procedures. Target Fund shareholders may exchange I Shares or A Shares of one Fund for I Shares or A Shares, respectively, of another Fund by writing to or calling the Target Funds. Exchanges are subject to the eligibility requirements and the fees and expenses of the Target Fund shares. Target Fund shareholders also may convert one class of shares of a Target Fund to another class of the same Fund, subject to the eligibility requirements and fees and expenses of the other share class.

Shares of the Acquiring Funds may be exchanged for shares of the same class of another American Beacon Fund under certain limited circumstances. Since an exchange involves a concurrent purchase and redemption, please review the sections titled “Purchase Policies” and “Redemption Policies” in Appendix C to this Proxy Statement for additional limitations that apply to purchases and redemptions. Shares of any class of an Acquiring Fund may be converted to shares of another class of the same Acquiring Fund under certain limited circumstances.  For federal income tax purposes, the conversion of shares of one share class of a Fund to shares of a different share class of a Fund will not result in the realization of a capital gain or loss. However, an exchange of shares of a Fund for shares of a different American Beacon Fund generally is considered a redemption and a concurrent purchase, respectively, and thus may result in the realization of a capital gain or loss for those purposes. The eligibility and minimum investment requirement must be met for the class into which the shareholder is exchanging. American Beacon Fund shares may be acquired through exchange only in states in which they can be legally sold. The Acquiring Trust reserves the right to charge a fee and to modify or terminate the exchange privilege at any time. Please refer to the section titled “Frequent Trading and Market Timing” in Appendix C to this Proxy Statement for information on the Acquiring Trust’s policies regarding frequent purchases, redemptions, and exchanges.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Service Providers

The Manager

American Beacon (the “Manager”) serves as the Manager and administrator of the Acquiring Funds. The Manager, located at 220 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039, is an indirect wholly-owned subsidiary of Resolute Topco, Inc. (“Topco”), which is owned primarily by various institutional investment funds that are managed by financial institutions and other investment advisory firms. No owner of Topco owns 25% or more of the outstanding equity or voting interests of Topco.

The Manager was organized in 1986 to provide investment management, advisory, and administrative services. The Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Manager, on behalf of the Acquiring Funds, has filed a notice claiming the CFTC Regulation 4.5 exclusion from registration as a commodity pool operator under the Commodity Exchange Act. The Manager is also exempt from registration as a commodity trading advisor under CFTC Regulation 4.14(a)(8) with respect to the Acquiring Funds.

The Manager may allocate the assets of each Acquiring Fund among different sub-advisors. The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Acquiring Funds. The Manager:

Each Acquiring Fund’s assets are currently allocated by the Manager to one sub-advisor, Ninety One.  Ninety One has full discretion to purchase and sell securities for the Acquiring Funds in accordance with the Acquiring Funds’ objectives, policies, restrictions and more specific strategies provided by the Manager. The Manager oversees the sub-advisor but does not reassess individual security selections made by the sub-advisor for its portfolios.

In the future, the Manager may allocate an Acquiring Fund’s assets to a different sub-advisor, and/or to one or more additional sub-advisors. The Acquiring Funds operate in a manager of managers structure. The Acquiring Funds and

the Manager have received an exemptive order from the SEC that permits the Acquiring Funds, subject to certain conditions and approval by the Acquiring Trust 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 Acquiring Funds and the Manager may rely on an SEC staff no-action letter, dated July 9, 2019, that would permit the Acquiring Funds to expand their exemptive relief to hire and replace sub-advisors that are affiliated and unaffiliated with the Manager without shareholder approval, subject to approval by the Acquiring Trust Board and other conditions. The Manager has ultimate responsibility, subject to oversight by the Acquiring Trust Board, to oversee sub-advisors and recommend their hiring, termination and replacement. The SEC order also exempts the Acquiring Funds from disclosing the advisory fees paid by the Acquiring Funds to individual sub-advisors in a multi-manager fund in various documents filed with the SEC and provided to shareholders. In the future, the Acquiring Funds may rely on the SEC staff no-action letter to expand their 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 Acquiring Trust Board, including a majority of its “non-interested” trustees, must approve the change. In addition, the Acquiring Funds are required to provide shareholders with certain information regarding any new sub-advisor within 90 days of the hiring of any new sub-advisor.

The Acquiring Funds’ management agreement with the Manager (the “Management Agreement”) provides for an Acquiring Fund to pay the Manager an annualized management fee based on a percentage of a Fund’s average daily net assets that is calculated and accrued daily according to the following schedule:

As compensation for services provided by the Manager in connection with securities lending activities conducted by an Acquiring Fund, the lending Acquiring Fund would pay 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 a 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 Proxy Statement, the Acquiring Funds intend to engage in securities lending activities.  

As of the date of this Proxy Statement, the Acquiring Funds had not commenced operations and have not paid aggregate management fees to the Manager and investment advisory fees to the sub-advisor.

A discussion of the Acquiring Trust Board’s consideration and approval of the Management Agreement between the Acquiring Trust, on behalf of the Acquiring Funds, and the Manager, and the Investment Advisory Agreement among the Acquiring Trust, on behalf of the Acquiring Funds, the Manager, and Ninety One, will be available in the Acquiring Funds’ Semi-Annual Financial Statements as filed in Form N-CSR with the SEC for the fiscal period ending February 28, 2025.

Contractual Expense Limitations

The Manager has contractually agreed to waive fees and/or reimburse expenses of the following share classes of the Acquiring Funds to the extent that Total Annual Fund Operating Expenses exceed a percentage of that class’s average daily net assets (excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, securities lending fees, expenses associated with securities sold short, litigation, and other extraordinary expenses)  as follows, through November 30, 2027 or, if longer, three years following the closing date for the American Beacon Ninety One Global

Franchise Fund and American Beacon Ninety One International Franchise Fund, and through February 21, 2028   or, if longer, three years following the closing date for the American Beacon Ninety One Emerging Markets Equity Fund :

The contractual expense reimbursement can be changed or terminated only in the discretion and with the approval of a majority of the Acquiring Fund’s Board. The Manager will itself waive fees and/or reimburse expenses of the Acquiring Fund to maintain the contractual expense ratio caps for each applicable class of shares or make arrangements with other service providers to do so. The Manager may also, from time to time, voluntarily waive fees and/or reimburse expenses of the Acquiring Fund. The Acquiring Trust Board has approved a policy whereby the Manager may seek repayment for any contractual or voluntary fee waivers or expense reimbursements if reimbursement to the Manager (a) occurs within three years from the date of the Manager’s waiver/reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of a class to exceed the lesser of the contractual percentage limit in effect at the time of the waiver/reimbursement or the time of recoupment.

The Sub-Advisor

Ninety One North America, Inc.  (“Ninety One”) is located at 65 East 55th Street, 30th Floor, New York, NY 10022. Ninety One is registered with the SEC as an investment adviser under the Advisers Act. Ninety One is a wholly-owned subsidiary of Ninety One International Limited (“Ninety One International”), which is an indirect wholly-owned subsidiary of Ninety One Plc, a company listed on the London Stock Exchange, with a secondary listing on the Johannesburg Stock Exchange. Ninety One Plc is affiliated with Ninety One Limited (“Ninety One Ltd”), a company listed on the Johannesburg Stock Exchange. Ninety One Ltd is the majority owner of Ninety One Africa (Pty) Ltd, which is the parent of Ninety One SA (Pty) Ltd (“Ninety One Pty”). Ninety One UK Ltd. (“Ninety One UK”) is also an indirect wholly-owned subsidiary of Ninety One Plc. The firm managed approximately $162.5 billion in assets as of June 30, 2024. 

Ninety One Pty and Ninety One UK are considered participating affiliates of Ninety One pursuant to applicable regulatory guidance and the portfolio managers employed by those entities are considered to be “supervised persons” of Ninety One, as the term is defined in the Advisers Act.

The Investment Advisory Agreement among the Acquiring Trust, on behalf of the Acquiring Funds, the Manager and the sub-advisor provides for each Acquiring Fund to pay Ninety One an annualized investment advisory fee based on a percentage of the Acquiring Fund’s average daily net assets. The Acquiring Funds will each pay Ninety One an investment advisory fee at the annual rate of 0.40% of an Acquiring Fund’s average daily net assets.

Ninety One Portfolio Managers for the American Beacon Ninety One Emerging Markets Equity Fund

Archie Hart, Portfolio Manager at Ninety One UK, serves as a portfolio manager of the American Beacon Ninety One Emerging Markets Equity Fund. Mr. Hart joined Ninety One UK in 2008. Mr. Hart graduated from the University of Sheffield in 1986 with a degree in Business Studies.

Varun Laijawalla, Portfolio Manager at Ninety One UK, serves as a portfolio manager of the American Beacon Ninety One Emerging Markets Equity Fund. Mr. Laijawalla joined Ninety One UK in 2016. Mr. Laijawalla received his BA from University of Warwick. Mr. Laijawalla also received an MBA with a specialization in Finance from Institut Européen d’Administration des Affaires.

Ninety One Portfolio Managers for the American Beacon Ninety One Global Franchise Fund

Elias Erickson, Portfolio Manager at Ninety One, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund. Mr. Erickson joined Ninety

One in 2018. Previously, Mr. Erickson was a Managing Director at Thornburg Investment Management, where he served as an Associate Portfolio Manager for the Thornburg Global Opportunities Fund since 2015.

Clyde Rossouw, Head of Quality at Ninety One Pty, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund. Mr. Rossouw joined Ninety One Pty in 1999. He completed his Bachelor of Science (Statistics and Actuarial Science) degree at the University of Cape Town in 1991. Mr. Rossouw was awarded the Certificates in Actuarial Techniques (1995), and Finance and Investments (1997) by the Institute of Actuaries in London, and gained his Chartered Financial Analyst qualification in 1999.

Abrie Pretorius, Portfolio Manager at Ninety One, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund. Mr. Pretorius joined Ninety One in 2007. He graduated cum laude from the University of the North West, Potchefstroom Campus, with a Master of Science degree in Quantitative Risk Management: Investment Management. Mr. Pretorius also holds the Investment Management Certificate and is a CFA charterholder.

Paul Vincent, Portfolio Manager at Ninety One UK, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund. Mr. Vincent joined Ninety One UK in 2010. He graduated from the University of Surrey with a first-class Bachelor of Science (Hons) degree in Business Management. Mr. Vincent is also a CFA charterholder and holds the Investment Administration Qualification and Investment Management Certificate.

Ninety One Portfolio Managers for the American Beacon Ninety One International Franchise Fund

Elias Erickson, Portfolio Manager at Ninety One, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund. Mr. Erickson joined Ninety One in 2018. Previously, Mr. Erickson was a Managing Director at Thornburg Investment Management, where he served as an Associate Portfolio Manager for the Thornburg Global Opportunities Fund since 2015.

Clyde Rossouw, Head of Quality at Ninety One Pty, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund. Mr. Rossouw joined Ninety One Pty in 1999. He completed his Bachelor of Science (Statistics and Actuarial Science) degree at the University of Cape Town in 1991. Mr. Rossouw was awarded the Certificates in Actuarial Techniques (1995), and Finance and Investments (1997) by the Institute of Actuaries in London, and gained his Chartered Financial Analyst qualification in 1999.

Abrie Pretorius, Portfolio Manager at Ninety One, serves as a portfolio manager of the American Beacon Ninety One Global Franchise Fund and American Beacon Ninety One International Franchise Fund. Mr. Pretorius joined Ninety One in 2007. He graduated cum laude from the University of the North West, Potchefstroom Campus, with a Master of Science degree in Quantitative Risk Management: Investment Management. Mr. Pretorius also holds the Investment Management Certificate and is a CFA charterholder.

Other Service Providers

RID is the Acquiring Funds’ distributor and principal underwriter of the Acquiring Funds’ shares. RID, located at 220 East Las Colinas, Blvd., Suite 1200, Irving, Texas 75039, is a registered broker-dealer and is a member of FINRA. The Distributor is affiliated with the Manager through common ownership. Under a Distribution Agreement with the Acquiring Trust, the Distributor acts as the distributor and principal underwriter of the Acquiring Trust in connection with the continuous offering of shares of the Acquiring Funds. The Distributor continually distributes shares of the Acquiring Funds on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Acquiring Funds’ shares. The Distributor retains any portion of the commission fees that are not paid to the broker-dealers for use solely to pay distribution related expenses.

Since the Acquiring Funds had not commenced operations prior to the date of this SAI, no underwriting discounts and commissions, compensation on redemptions and repurchases, brokerage commissions or other compensation have been paid to, or retained by, the Distributor.

State Street, located at One Congress Street, Suite 1, Boston, Massachusetts 02114-2016, serves as custodian (“Custodian”) for the Acquiring Funds. State Street also serves as the Acquiring Funds’ Foreign Custody Manager

pursuant to rules adopted under the Investment Company Act, whereby it selects and monitors eligible foreign sub-custodians. The Manager also has entered into a sub-administration agreement with State Street. Under the sub-administration agreement, State Street provides the Acquiring Funds with certain financial reporting and tax services.

SS&C GIDS, Inc., located at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 is the transfer agent and dividend paying agent for the Acquiring Trust and provides these services to Acquiring Fund shareholders.

The Acquiring Funds’ independent registered public accounting firm is [XXXX], which is located at [XXXX].

K&L Gates LLP, 1601 K Street, NW, Washington, D.C. 20006, serves as legal counsel to the Acquiring Funds.

Payments to Financial Intermediaries

For certain share classes, an Acquiring Fund and/or 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. For example, compensation may be paid to make Acquiring Fund shares available to sales representatives and/or customers of a fund supermarket platform or similar program sponsor or for services provided in connection with such fund supermarket platforms and programs.

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 an Acquiring Fund. To the extent that an Acquiring Fund pays any such compensation, it is designed to compensate the financial intermediary for providing services that would otherwise be provided by the Manager, an Acquiring Fund or its transfer agent. To the extent the Manager or its affiliates pay such compensation, it would likely include amounts from that party’s own resources and constitute what is sometimes referred to as ‘‘revenue sharing.’’

Compensation received by a financial intermediary from an Acquiring Fund, 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 Acquiring Fund shares. For example, such compensation may include reimbursements for expenses incurred in attending educational seminars regarding the Acquiring Fund, including travel and lodging expenses. It may also cover costs incurred by financial intermediaries in connection with their efforts to sell Acquiring Fund shares, including costs incurred compensating (registered) sales representatives and preparing, printing and distributing sales literature.

Any compensation received by a financial intermediary, whether from an Acquiring Fund or the Manager and/or its affiliates, and the prospect of receiving it may provide the financial intermediary with an incentive to recommend the shares of an Acquiring Fund, or a certain class of shares of an Acquiring Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate the prominence of an Acquiring Fund within its 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, its affiliates and/or an Acquiring Fund, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Proxy Statement.

“Householding”

One copy of this Proxy Statement may be delivered to multiple shareholders who share a single address, unless the Target Fund has received instructions to the contrary. If you would like to obtain an additional copy of this Proxy Statement or a copy of the Target Fund’s most recent Annual or Semi-Annual Shareholder Report, free of charge, write to Ninety One Funds, P.O. Box 219009, Kansas City, MO 64121-9009, or call 844-426-8721. If you received a Proxy Statement for each shareholder at your address and would like to receive a single copy in the future, please contact the Manager as instructed above.

Additional Information

For additional information regarding your investment in the Acquiring Fund (and other funds in the Acquiring Trust), including: (1) the Acquiring Fund’s investments; (2) purchase, exchange and redemption information; (3) valuation of Acquiring Fund shares; (4) account and transaction policies; and (5) information regarding dividends, other distributions and taxes, please see Appendix C.

VOTING INFORMATION

Record Date, Voting Rights and Vote Required

Proxies are being solicited from the shareholders of the Target Funds by the Target Trust Board for the Special Meeting to be held at 2:00pm Eastern Time on November 13, 2024, at the offices of SEI Global Funds Services, the Target Funds’ administrator, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, or at such later time made necessary by adjournment.

The Target Trust Board has fixed the close of business on August 30, 2024 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Special Meeting and any adjournments thereof. Shareholders of record as of the Record Date will be entitled to one vote per each full and fractional share. Regardless of the class of shares they own, shareholders of a Target Fund will vote as a single class on the Reorganization Plan.

The individuals named as proxies on the enclosed proxy cards will vote in accordance with your directions as indicated thereon if your proxy card is received and has been properly executed. Unless revoked, all valid proxies will be voted in accordance with the specification thereon. If your proxy card is properly executed and you give no voting instructions, your shares will be voted “FOR” approval of the applicable Reorganization Plan. The total number of issued and outstanding shares of beneficial interest of each class of the Target Funds as of the Record Date is set forth below.

Outstanding Shares

Approval of the Reorganization Plan requires the affirmative vote of the holders of a “majority of the outstanding voting securities” as such term is defined in the Investment Company Act (an “Investment Company Act Majority”) of a Target Fund entitled to vote on the Reorganization Plan. For this purpose, a vote of the holders of a “majority of the outstanding voting securities” of a Target Fund means the lesser of: (a) the affirmative vote of 67% or more of a Target Fund’s shares present at the Special Meeting, if the holders of more than 50% of a Target Fund’s outstanding shares are present in person or represented by proxy; or (b) the affirmative vote of more than 50% of a Target Fund’s outstanding shares. Shareholders of record who own five percent or more of a Target Fund as of the Record Date are set forth on Appendix B to this Proxy Statement. The Target Trust will request broker-dealers, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of shares held of record by such persons.

How to Vote

You may cast your vote by mail, via the internet, and by telephone as set forth below:

Proxies

All proxy cards that are properly executed and received in time to be voted at the Special Meeting will be voted at the Special Meeting or any adjournment or postponement thereof according to the instructions on the proxy card. If no contrary direction is given on an executed proxy card, it will be voted FOR the Reorganization Plan.

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a written notice of revocation to James Bernstein, Secretary of the Target Trust, which must be delivered to the Target Trust prior to the exercise of the proxy. You may also revoke a proxy through execution of a subsequent proxy or attendance and voting in person at the meeting, or if a written notice of your death or incapacity is received by the Target Trust before the proxy’s vote is counted. Attendance by a shareholder at the Special Meeting does not, by itself, revoke a proxy.

Quorum and Adjournments

The presence in person or by proxy of holders of record of a Target Fund’s shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all shares of such Target Fund issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the Special Meeting..

If a quorum is not present or represented at the Special Meeting, if a quorum is present at the Special Meeting but sufficient votes to approve the Reorganization Plan are not received, or if other matters arise requiring shareholder attention, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. The persons named as proxies will vote for or against an adjournment in their discretion. Abstentions will be counted AGAINST such proposal to adjourn.

Abstentions and Broker “Non-Votes”

The Target Funds expect that, before the Special Meeting, broker-dealer firms holding shares of the Target Funds in “street name” will request voting instructions from their customers. Pursuant to NYSE Rule 452, if the broker-dealer firms do not receive instructions from beneficial owners or persons entitled to vote, a broker-dealer cannot vote on a Proposal in its discretion and any such shares represented by proxy at the Special Meeting would be considered “broker non-votes.” Shares represented by proxies that reflect abstentions and “broker non-votes” will be counted as shares that are present and entitled to vote on a Proposal for purposes of determining the presence of a quorum. Any abstentions would have the effect of a negative vote on a Proposal. Because broker-dealers (in the absence of specific authorization from their beneficial owners or persons entitled to vote) are not expected to have discretionary authority to vote shares owned beneficially by their customers on any Proposal, there are unlikely to be any “broker non-votes.”

Solicitation of Proxies

The solicitation of proxies will be largely by mail, but also may include telephonic, Internet, or oral communication by representatives of Ninety One or its affiliates and officers and service providers of the Target Funds, who will not be paid for these services. Ninety One has retained Computershare, Inc. to aid in the printing and solicitation of proxies, at an anticipated cost of approximately $200,000, plus expenses. Ninety One and American Beacon have agreed to bear these costs equally.

Other Business and Next Meeting of Shareholders

No business other than the proposals is expected to come before the Special Meeting, but should any other business properly come before the Special Meeting, the persons named in the enclosed proxy will vote thereon in their discretion.

The Target Funds do not hold regular meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting of shareholders should send their written proposals to the Secretary of the Target Trust, One Freedom Valley Drive, Oaks, Pennsylvania 19456. Submission of a proposal does not necessarily mean that the proposal will be included.

FINANCIAL HIGHLIGHTS

For the financial highlights tables of the Funds see “Financial Highlights” in Appendix D. The information for the six months ended April 30, 2024 has not been audited. The information for the fiscal periods ended October 31, 2019, 2020, 2021, 2022, and 2023 was audited by Ernst & Young LLP, the Target Funds’ independent registered public accounting firm. The information in the financial highlights has been derived from, and should be read in conjunction with, the financial statements of the Target Funds and the notes thereto included in the Target Funds’ Annual Shareholder Report for the fiscal year ended October 31, 2023 and the Target Funds’ Semi-Annual Shareholder Report for the fiscal period ended April 30, 2024.

* * * *

APPENDIX A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (“Agreement”) is made as of _____ __, 2024, among The Advisors’ Inner Circle Fund III, a Delaware statutory trust (“Old Trust”), severally and not jointly on behalf of each segregated portfolio of assets (“series”) thereof listed under the heading “Old Funds” on Schedule A attached hereto (“Schedule A”) (each, an “Old Fund”); American Beacon Funds, a Massachusetts business trust (“New Trust”), severally and not jointly on behalf of each series thereof listed under the heading “New Funds” on Schedule A (each, a “New Fund”); and, solely for purposes of paragraph 6, Ninety One North America, Inc., Old Trust’s investment adviser (“Old Trust Adviser”), and, solely for purposes of paragraph 6, American Beacon Advisors, Inc., New Trust’s investment adviser (“New Trust Adviser”). (Each Old Fund and New Fund is sometimes referred to herein as a “Fund,” and each of Old Trust and New Trust is sometimes referred to herein as an “Investment Company.”) Notwithstanding anything to the contrary contained herein, (1) all agreements, covenants, representations, warranties, actions, and obligations described herein (collectively, “Obligations”) of and by each Fund – and of and by the Investment Company of which that Fund is a series, on that Fund’s behalf – shall be the Obligations of that Fund only, (2) all rights and benefits created hereunder in favor of a Fund shall inure to and be enforceable by the Investment Company of which that Fund is a series, on that Fund’s behalf, and (3) in no event shall any other series of an Investment Company or the assets thereof be liable with respect to the breach or other default by a Fund or the Investment Company of its Obligations set forth herein.

The Investment Companies wish to effect three reorganizations described in section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (“Code”) (all “section” references are to the Code, unless otherwise noted), and each Investment Company intends this Agreement to be, and adopts it as, a “plan of reorganization” within the meaning of the regulations under the Code (“Regulations”). Each reorganization will involve an Old Fund changing its identity, form and place of organization – by converting from a series of Old Trust to a series of New Trust – by (1) transferring all its assets to the New Fund listed on Schedule A opposite its name (which is being established solely for the purpose of acquiring those assets and continuing that Old Fund’s business) (“corresponding New Fund”) in exchange solely for voting shares of beneficial interest (“shares”) in that New Fund and that New Fund’s assumption of all of that Old Fund’s Liabilities (defined below) (2) distributing those shares pro rata to that Old Fund’s shareholders in exchange for their shares therein and in complete liquidation thereof (for federal tax purposes), and (3) terminating that Old Fund (all the foregoing transactions involving each Old Fund and its corresponding New Fund being referred to herein collectively as a “Reorganization” and more specifically listed under the heading “Reorganization” on Schedule A), all on the terms and conditions set forth herein.

With respect to each Reorganization, each Investment Company’s board of trustees (each, a “Board”), in each case including a majority of its members who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) (“Non-Interested Persons”) of either Investment Company, (1) has duly adopted and approved this Agreement and the transactions contemplated hereby, (2) has duly authorized performance hereof on behalf of the Fund that is a series thereof (“its Fund”) by all necessary Board action, and (3) has determined that participation in the Reorganization is in the best interests of its Fund and that the interests of its Fund’s existing shareholders will not be diluted as a result of the Reorganization.

The Old Funds listed on Schedule A have issued and outstanding two classes of shares: A Class shares (“Old Fund A Class Shares”) and I Class shares (“Old Fund I Class Shares” and, together with Old Fund A Class Shares, “Old Fund Shares”). Commencing at the Effective Time (as defined in paragraph 2.1), each New Fund listed on Schedule A will issue and have outstanding Y Class shares (“New Fund Y Class Shares”) and R5 Class shares (“New Fund R5 Class Shares”, and together with New Fund Y Class Shares, “New Fund Shares”). The rights and obligations of Old Fund A Class Shares and New Fund Y Class Shares are identical to each other, the rights and obligations of Old Fund I Class Shares and New Fund R5 Class Shares are identical to each other.

For convenience, the balance of this Agreement refers only to a single Reorganization, one Old Fund, and one New Fund, but the terms and conditions hereof shall apply separately to each Reorganization and the Funds participating therein.

In consideration of the mutual promises contained herein, the Investment Companies agree as follows:

1. PLAN OF REORGANIZATION AND TERMINATION

1.1 Subject to the requisite approval of Old Fund’s shareholders and satisfaction of the terms and conditions set forth herein, Old Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to New Fund. In exchange therefor, New Fund shall:

(a) issue and deliver to Old Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the third decimal place) (1) New Fund Y Class Shares equal to the number of full and fractional Old Fund A Class Shares outstanding at the Effective Time and (2) New Fund R5 Class Shares equal to the full and fractional Old Fund I Class Shares then outstanding; and

(b) assume all of Old Fund’s liabilities described in paragraph 1.3 (“Liabilities”).

The transactions described in this Section 1.1 shall take place at the Closing (as defined in paragraph 2.1).

1.2 The Assets shall consist of all assets and property of every kind and nature – including, without limitation, all cash, cash equivalents, securities, commodities, warehouse receipts, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, and books and records – Old Fund owns at the Effective Time, and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Old Fund’s books at that time.

1.3 The Liabilities shall consist of all of Old Fund’s liabilities, debts, obligations, and duties existing at the Effective Time, whether known or unknown, contingent, accrued, or otherwise, excluding Reorganization Expenses (as defined in paragraph 3.1(aa)) borne by Old Trust Adviser and New Trust Adviser pursuant to paragraph 6. Notwithstanding the foregoing, Old Fund shall endeavor to discharge all its known liabilities, debts, obligations, and duties that are or will become due before the Effective Time, other than those incurred in the ordinary course of business that are associated with assets of the Old Fund to be transferred to the New Fund, prior to Closing. Any such liabilities incurred prior to Closing in the ordinary course of business that are associated with the assets of the Old Fund to be transferred to the New Fund not so discharged and existing at Closing, shall be assumed by the New Fund.

1.4 At or before the Closing, New Fund shall redeem the Initial Shares (as defined in paragraph 5.5) for the price at which they are issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Old Fund shall distribute all the New Fund Shares it receives pursuant to paragraph 1.1(a) to its shareholders of record determined at that time (each, a “Shareholder”), in proportion to their Old Fund Shares then held of record and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Old Fund for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by New Trust’s transfer agent’s opening accounts on New Fund’s shareholder records in the Shareholders’ names and transferring those New Fund Shares thereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional New Fund Shares due to that Shareholder, by class (i.e., the account for each Shareholder that holds Old Fund A Class Shares shall be credited with the number of full and fractional New Fund Y Class Shares due to that Shareholder, and the account for each Shareholder that holds Old Fund I Class Shares shall be credited with the number of full and fractional New Fund R5 Class Shares due that Shareholder). The aggregate net asset value (“NAV”) of New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Old Fund Shares that Shareholder holds at the Effective Time. All issued and outstanding Old Fund Shares, including any represented by certificates, shall simultaneously be canceled on Old Fund’s shareholder records. New Trust shall not issue certificates representing the New Fund Shares issued in connection with the Reorganization.

1.5 Any transfer taxes payable on the issuance and transfer of New Fund Shares in a name other than that of the registered holder on Old Fund’s shareholder records of the Old Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer.

1.6 Any reporting responsibility of Old Fund to a public authority, including the responsibility for filing regulatory reports, tax returns (for periods ending before the Effective Time), and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated.

1.7 After the Effective Time, Old Fund shall not conduct any business except in connection with its termination and complete liquidation. As soon as reasonably practicable after distribution of the New Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, Old Fund shall be terminated as a series of Old Trust.

1.8 With respect to each Reorganization:

(a) The value of the Old Fund’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange (“NYSE”), which shall reflect the declaration of any dividends, and the amount of the Liabilities shall be determined, as of the Effective Time, using the valuation methodologies set forth in the then-current prospectus for the New Fund and the valuation procedures established by the New Trust’s board of trustees.

(b) The number of shares of each class of the New Fund (including fractional shares, if any, rounded to the nearest thousandth) issued in exchange for the Old Fund’s Assets shall equal the number of shares of the corresponding class of the Old Fund Shares outstanding as of the Effective Time. All New Fund shares delivered to an Old Fund will be delivered at net asset value without the imposition of a sales load, commission, transaction fee or other similar fee.

(c) The net asset value per share of each class of the New Fund shares issued in connection with the Reorganization shall be determined by dividing (i) the value of the Assets minus the Liabilities (as described in Section 18(a)) by (ii) the number of the corresponding class of New Fund shares issued in connection with the Reorganization (as described in Section 1.8(b)).

(d) All computations of value shall be made by the New Fund or its designated recordkeeping agent using the valuation procedures described in this Section 1.8 and shall be subject to review by the Old Fund and/or its recordkeeping agent, and, if requested by either the Old Trust or the New Trust, by the independent registered public accountant of the requesting party.

2. CLOSING AND EFFECTIVE TIME

2.1 Unless the Investment Companies agree otherwise in writing, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 15, 2024 for the Global Reorganization and the International Reorganization, and on February 21, 2025 for the Emerging Reorganization (“Effective Time”). The Closing shall be held at New Trust’s offices or at such other place as to which the Investment Companies agree. The Closing may also be held by facsimile, email or such other communication as the Investment Companies agree.

2.2 Old Trust shall cause the custodian of Old Fund’s assets (“Old Custodian”) (a) to make Old Fund’s portfolio securities available to New Trust (or to its custodian (“New Custodian”), if New Trust so directs), for examination, no later than five business days preceding the Effective Time, it being understood that such holdings may change prior to the Effective Time, and (b) to transfer and deliver the Assets as of the Effective Time to the New Custodian for New Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such

condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which Old Fund’s assets are deposited, in the case of Old Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. If Old Fund is unable to make such delivery at the Effective Time in the manner contemplated by this Section for the reason that any of such Assets purchased prior to the Effective Time have not yet been delivered to Old Fund or its broker, then New Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to such undelivered Assets if Old Fund has, by or at the Effective Time, delivered to New Fund or the New Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of such broker or brokers, together with such other documents as may be required by New Fund or the New Custodian, such as brokers’ confirmation slips. Old Trust shall also direct the Old Custodian to deliver at the Closing a certificate of an authorized officer (“Certificate”) (a) stating that pursuant to proper instructions provided to the Old Custodian by Old Trust, the Old Custodian has delivered all of Old Fund’s portfolio securities, cash, and other Assets to the New Custodian for New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to New Trust that such information, as reflected on New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. The New Fund hereby agrees to keep any portfolio securities information provided prior to the Effective Time confidential and to share such information only with its service providers that (i) require such information in connection with the consummation of the transaction contemplated herein and (ii) are subject to a duty, contractual or otherwise, to keep such information confidential to the same or greater extent as New Fund’s agreement to keep such information confidential under this Section 2.2.

2.3 Old Trust shall deliver, or shall direct its transfer agent to deliver, to New Trust at the Closing a Certificate, certified by Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable, listing (a) the Shareholders’ names and addresses, (b) the number of full and fractional outstanding Old Fund Shares each such Shareholder owns, identifying which shares are represented by outstanding certificates and which by book-entry accounts, (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Old Trust with respect to each Shareholder, all as of the Effective Time. New Trust shall direct its transfer agent to deliver to Old Trust at or as soon as reasonably practicable after the Closing a Certificate as to the opening of accounts on New Fund’s shareholder records in the names of the listed Shareholders and a confirmation, or other evidence satisfactory to Old Trust, that the New Fund Shares to be credited to Old Fund at the Effective Time have been credited to Old Fund’s account on those records at that time and thereafter transferred to the Shareholders’ accounts in accordance with paragraph 1.4.

2.4 Old Trust shall deliver to New Trust and New Trust Adviser, within five days before the Closing, it being understood that such holdings may change prior to the Effective Time, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Old Fund’s books at values provided by an authorized pricing vendor for Old Fund.

2.5 If requested by New Trust, Old Trust shall direct SEI Investments Global Funds Services, Old Trust’s administrator (“SEI”), and other applicable service providers to deliver at the Closing all work papers and supporting statements related to financial statements and tax returns, including those related to ASC 740-10-25 (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006), pertaining to Old Fund (collectively, “Work Papers”) for the prior six fiscal and taxable periods that ended on or before October 31, 2024, and, if relevant, for the period from October 31, 2024 through the Effective Time.

2.6 At the Closing, each Investment Company shall deliver, on behalf of its Fund, to the other, on behalf of its Fund, (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a Certificate executed in its name by its President or another authorized officer in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES

3.1 Old Trust, on Old Fund’s behalf, represents and warrants to New Trust, on New Fund’s behalf, as follows:

that materially and adversely affects Old Fund’s business or Old Trust’s ability to consummate the transactions contemplated hereby;

3.2 New Trust, on New Fund’s behalf, represents and warrants to Old Trust, on Old Fund’s behalf, as follows:

terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally and general principles of equity;

3.3 Each Investment Company, on its Fund’s behalf, represents and warrants to the other Investment Company, on its Fund’s behalf, as follows:

4. COVENANTS

4.1 Old Trust covenants to operate Old Fund’s business in the ordinary course between the date hereof and the Effective Time, it being understood that such ordinary course of business will include purchases and sales of portfolio securities and other instruments, sales and redemptions of Old Fund Shares, and regular and customary periodic dividends and other distributions.

4.2 Old Trust covenants to call and hold a meeting of Old Fund’s shareholders to consider and act on this Agreement and to take all other action reasonably necessary to obtain approval of the transactions contemplated hereby (“Shareholders Meeting”).

4.3 Old Trust covenants that it will assist New Trust in obtaining information New Trust reasonably requests concerning the beneficial ownership of Old Fund Shares.

4.4 Old Trust covenants that it will turn over its books and records pertaining to Old Fund (including all tax books and records and all books and records required to be maintained under the 1940 Act and the rules and regulations thereunder) to New Trust at the Closing.

4.5 Each Investment Company covenants to cooperate with the other in preparing the Registration Statement in compliance with applicable federal and state securities laws.

4.6 Each Investment Company covenants that it will, from time to time, as and when reasonably requested by the other, execute and deliver or cause to be executed and delivered all assignments and other instruments, and will take or cause to be taken any further action(s), the other Investment Company deems reasonably necessary or desirable in order to vest in, and confirm to, (a) New Trust, on New Fund’s behalf, title to and possession of all the Assets and assumption of all the Liabilities, and (b) Old Trust, on Old Fund’s behalf, title to and possession of the New Fund Shares to be delivered hereunder, and otherwise to carry out the intent and purpose hereof.

4.7 New Trust covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and applicable state securities laws it deems appropriate to commence and continue New Fund’s operations after the Effective Time.

4.8 Old Trust covenants that, as promptly as practicable, but in any case within 60 days, after the Effective Time, it will furnish to New Trust, in a form reasonably satisfactory thereto, a Certificate stating Old Fund’s earnings and profits for federal income tax purposes and any capital loss carryovers and other items that will be carried over to New Fund pursuant to section 381.

4.9 It is each Investment Company’s intention that the Reorganization will qualify as a “reorganization” (as defined in section 368(a)(1)(F)), and in furtherance thereof, each Investment Company covenants that it will not take any action or cause any action to be taken (including the filing of any tax return) that is inconsistent with that treatment or results in the failure of the Reorganization to so qualify.

4.10 Old Trust covenants that it, if requested, will cause SEI and other applicable service providers to deliver to New Trust all Work Papers for the prior six fiscal and taxable periods ended on or before October 31, 2024, 60 days after that date and, if relevant, for the period from October 31, 2024 through the Effective Time no later than the earlier of (a) 60 days after the date of the request or (b) 15 days after the Effective Time.

4.11 Old Trust covenants to make a pro rata distribution of all the New Fund Shares it receives in the Reorganization to the Shareholders in complete liquidation of Old Fund.

4.12 New Trust covenants that it will engage a transfer agent that will open accounts on New Fund’s Shareholder records in the Shareholders’ names and transferring those New Fund Shares thereto.

4.13 Subject to this Agreement, each Investment Company covenants to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper, or advisable to consummate and effectuate the transactions contemplated hereby.

5. CONDITIONS PRECEDENT

Each Investment Company’s obligations hereunder shall be subject to (a) performance by the other Investment Company of all its obligations to be performed hereunder at or before the Closing, (b) all representations and warranties of the other Investment Company contained herein being true and correct in all material respects at the date hereof and, except as they may be affected by the transactions contemplated hereby, at the Effective Time, with the same force and effect as if made at that time, and (c) the following further conditions that, at or before that time:

5.1 This Agreement and the transactions contemplated hereby shall have been duly adopted and approved by both Boards and by Old Fund’s shareholders at the Shareholders Meeting.

5.2 All necessary filings shall have been made with the Commission and state securities authorities, and no order or directive shall have been received that any other or further action is required to permit the Investment Companies to carry out the transactions contemplated hereby. The Registration Statement shall have become effective under the 1933 Act; no stop order(s) suspending the effectiveness thereof shall have been issued; to each Investment Company’s best knowledge, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act or the 1940 Act; and the Commission shall not have issued an unfavorable report with respect to the Reorganization under section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under section 25(c) of the 1940 Act. All consents, orders, and permits of federal, state, and local regulatory authorities (including the Commission and state securities authorities) either Investment Company deems necessary to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain same would not involve a risk of a material adverse effect on either Fund’s assets or properties.

5.3 At the Effective Time, no action, suit, or other proceeding shall be pending (or, to either Investment Company’s best knowledge, threatened to be commenced) before any court, governmental agency, or arbitrator in which it is sought to enjoin the performance of, restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, the transactions contemplated hereby.

5.4 The Old Trust shall have received on the Closing date the opinion of K&L Gates LLP, counsel to the New Trust (which may rely on certificates of officers or trustees of the New Trust), dated as of the Closing date, covering the following points:

(a) The New Trust is a voluntary association duly formed and validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power to own all of the New Fund’s properties and assets and to carry on its business, including that of the New Fund, as a registered investment company;

(b) The New Trust is a registered investment company classified as a management company of the open-end type with respect to itself and with respect to each series of shares it offers, including the New Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect;

(c) The Agreement has been duly authorized by the New Trust on behalf of the New Fund and, assuming due authorization, execution and delivery of the Agreement by the Old Trust, the Old Fund, and the other parties hereto, is a valid and binding obligation of the New Trust, on behalf of the New Fund, enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing;

(d) The New Fund Shares to be issued to the Old Fund as provided by this Agreement are duly authorized, upon such delivery will be validly issued and upon receipt of the Old Fund’s Assets will be fully paid and non-assessable by the New Trust, and no shareholder of an New Fund has any preemptive rights to subscription or purchase in respect thereof; and

(e) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the New Trust’s Declaration or a breach or default under any material contract, agreement, instrument or other document pertaining to, or material to the business or financial condition of, the New Fund, or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any such agreement.

5.5 The New Trust shall have received on the Closing date the opinion of Morgan Lewis & Bockius LLP, counsel to the Old Trust (which may rely on certificates of officers or trustees of the Old Trust), covering the following points:

(a) The Old Trust is a statutory trust, duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the power to own all of Old Fund’s properties and assets, and to conduct its business as a registered investment company;

(b) The Old Trust is a registered investment company classified as a management company of the open-end type with respect to itself and, if applicable, each series of shares it offers, including the Old Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect;

(c) The Agreement has been duly authorized by the Old Trust on behalf of Old Fund and, assuming due authorization, execution and delivery of the Agreement by the New Trust and the New Fund, is a valid

and binding obligation of the Old Trust, on behalf of the Old Fund, enforceable against the Old Trust in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and

(d) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Old Trust’s Declaration or a breach or default under any material contract, agreement, instrument or other document pertaining to, or material to the business or financial condition of, the Old Fund, or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any such agreement.

5.6 The Investment Companies shall have received an opinion of K&L Gates LLP (“Tax Counsel”) as to the federal income tax consequences mentioned below (“Tax Opinion”). In rendering the Tax Opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which Tax Counsel may treat as representations and warranties made to it (which, notwithstanding paragraph 7, shall survive the Closing), and in separate letters, if Tax Counsel requests, addressed to it (collectively, “Representations”) and the Certificates delivered pursuant to paragraph 2.6(b). The Tax Opinion shall be substantially to the effect that – based on the facts and assumptions stated therein and conditioned on the Representations’ being true and complete at the Effective Time and consummation of the Reorganization in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendment hereof that Tax Counsel has not approved) – for federal income tax purposes:

New Fund as if there had been no Reorganization, and the part of Old Fund’s last taxable year that began before the Reorganization will be included in New Fund’s first taxable year that ends after the Reorganization.

Notwithstanding subparagraphs (b) and (d), the Tax Opinion may state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Shareholder with respect to any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the termination or transfer thereof under a mark-to-market system of accounting.

5.7 Before the Closing, New Trust’s Board shall have authorized the issuance of, and New Trust shall have issued, one New Fund Share of each class (collectively, “Initial Shares”) to New Trust Adviser or an affiliate thereof, in consideration of the payment of $10.00 (or other amount New Trust’s officers, pursuant to that Board’s delegation of authority, determine) apiece, to take whatever action it may be required to take as New Fund’s sole shareholder pursuant to paragraph 5.8; and

5.8 New Trust, on New Fund’s behalf, shall have entered into, or adopted, as appropriate, an investment management agreement and other agreements and plans necessary for New Fund’s operation as a series of an open-end management investment company. Each such agreement and plan shall have been approved by New Trust’s Board and, to the extent required by law (as interpreted by Commission staff positions), by its trustees who are Non-Interested Persons thereof and by New Trust Adviser or its affiliate as New Fund’s sole shareholder.

At any time before the Closing, either Investment Company may waive any of the foregoing conditions (except those set forth in paragraphs 5.1, 5.2, and 5.6) if, in the judgment of its Board, that waiver will not have a material adverse effect on its Fund’s shareholders’ interests.

6. EXPENSES

Subject to complying with the representations and warranties contained in paragraphs 3.1(aa) and 3.2(o), Old Trust Adviser and New Trust Adviser shall bear the Reorganization Expenses as set forth herein. Each of Old Trust Adviser and New Trust Adviser shall bear 50% of the following Reorganization Expenses: (1) costs, including legal and accounting fees, associated with preparing, reviewing, and filing the Agreement and Old Funds’ proxy materials, (2) expenses incurred in connection with printing and mailing Old Funds’ proxy materials and the solicitation of proxies for the special meeting of Old Fund shareholders, (3) transfer agent and custodian conversion costs, (4) service provider termination fees for the Target Funds, (5) costs of preparing and filing Old Fund’s prospectus supplement, (6) costs of preparing and filing New Fund’s registration statement, and (7) costs associated with any meeting of the Board of Trustees of the Old Trust or the Board of Trustees of the New Trust.

Each Old Fund and New Fund will bear, as applicable, (i) the costs of buying and selling portfolio securities necessary to effect the Reorganizations in instances where the Old Fund holds securities in a country that does not permit the in-kind transfer of securities, and (ii) transfer or stamp duties, such as those typically imposed in certain non-U.S. markets in connection with the transfer of portfolio securities to the New Fund.

Old Trust Adviser and New Trust Adviser shall each bear its own Reorganization Expenses not listed above. Old Trust Adviser and New Trust Adviser shall remain liable for their respective shares of the Reorganization Expenses regardless of whether the transactions contemplated hereby occur, and this paragraph 6 shall survive the Closing (notwithstanding anything to the contrary in paragraph 7) and any termination of this Agreement pursuant to paragraph 8. Notwithstanding the foregoing, expenses shall be paid by the Fund directly incurring them if and to the extent that the payment thereof by another person would result in that Fund’s disqualification as a RIC or would prevent the Reorganization from qualifying as a tax-free reorganization.

7. ENTIRE AGREEMENT; NO SURVIVAL

Neither Investment Company has made any representation, warranty, agreement, or covenant not set forth herein, and this Agreement constitutes the entire agreement between the Investment Companies. Except for the provisions of paragraph 6 and as provided in paragraph 5.4, the representations, warranties, agreements, and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall not survive the Closing.

8. TERMINATION

This Agreement may be terminated at any time at or before the Closing:

8.1 By either Investment Company (a) in the event of the other Investment Company’s material breach of any representation, warranty, agreement, or covenant contained herein to be performed at or before the Closing, (b) if a condition to its obligations has not been met and it reasonably appears that that condition will not or cannot be met, (c) if a governmental body issues an order, decree, or ruling having the effect of permanently enjoining, restraining, or otherwise prohibiting consummation of the Reorganization, or (d) if the Closing has not occurred on or before June 30, 2025, or another date to which the Investment Companies agree; or

8.2 By the Investment Companies’ mutual agreement; or

8.3 By either Investment Company, in the event that the Old Fund does not receive the requisite shareholder approval of the Reorganization.

In the event of termination under paragraphs 8.1(c) or (d) or 8.2 or 8.3, neither Investment Company (nor its trustees, officers, or shareholders) shall have any liability to the other Investment Company.

9. AMENDMENTS

The Investment Companies may amend, modify, or supplement this Agreement at any time in any manner they mutually agree on in writing, notwithstanding Old Fund’s shareholders’ approval thereof; provided that, following that approval, no such amendment, modification, or supplement shall have a material adverse effect on the Shareholders’ interests.

10. SEVERABILITY

Any term or provision hereof that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions hereof or affecting the validity or enforceability of any of the terms and provisions hereof in any other jurisdiction.

11. MISCELLANEOUS

11.1 This Agreement shall be governed by and construed in accordance with the internal laws of Massachusetts, without giving effect to principles of conflicts of laws; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern.

11.2 Nothing expressed or implied herein is intended or shall be construed to confer on or give any person, firm, trust, or corporation other than New Trust, on each New Fund’s behalf, or Old Trust, on each Old Fund’s behalf, and its respective successors and assigns any rights or remedies under or by reason of this Agreement.

11.3 Notice is hereby given that this instrument is executed and delivered on behalf of each Investment Company’s trustees solely in their capacities as trustees and not individually, and that each Investment Company’s

obligations hereunder are not binding on or enforceable against any of its trustees, officers, shareholders, or series other than the applicable Fund but are only binding on and enforceable against its property attributable to and held for the benefit of the applicable Fund (“Fund’s Property”) and not its property attributable to and held for the benefit of any other series thereof. Each Investment Company, in asserting any rights or claims hereunder on its or the applicable Fund’s behalf, shall look only to the other applicable Fund’s Property in settlement of those rights or claims and not to the property of any other series of the other Investment Company or to those trustees, officers, or shareholders.

11.4 Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery, personal service or prepaid or certified mail addressed to:

Notice to the Old Fund or Old Trust:

The Advisors’ Inner Circle Fund III

c/o SEI Investments

One Freedom Valley Drive

Oaks, Pennsylvania 19456

With a copy to:

Morgan Lewis & Bockius LLP

2222 Market Street

Philadelphia, Pennsylvania 19103

Notice to the New Fund or New Trust:

American Beacon Funds

220 East Las Colinas Blvd.

Suite 1200

Irving, TX 75039

Attention: Chief Legal Officer

Facsimile: 817-391-6131

With a copy to:

K&L Gates LLP

1601 K Street, N.W,

Washington, DC 20006

Attn: Robert Zutz

Email: Robert.Zutz@klgates.com

Notice to Old Trust Adviser:

Ninety One North America, Inc.

Notice to New Trust Adviser:

American Beacon Advisors, Inc.

220 East Las Colinas Blvd.

Suite 1200

Irving, TX 75039

Attention: Chief Investment Officer

with a copy to General Counsel at the same address.

Facsimile: 817-391-6131

11.5 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each Investment Company and delivered to the other Investment Company. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.

IN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its duly authorized officer as of the day and year first written above.

For purposes of paragraph 6 only:

NINETY ONE NORTH AMERICA, INC.

For purposes of paragraph 6 only:

AMERICAN BEACON ADVISORS, INC.

Schedule A

APPENDIX B

OWNERSHIP OF SHARES

As of the Record Date, the following persons were record owners (or to the knowledge of the Target Trust, beneficial owners) of 5% or more of any class of the shares of the Target Funds. The Target Trust believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers. Persons may be deemed to “control” the Fund within the meaning of the 1940 Act if they own beneficially or through controlled companies more than 25% of the voting securities of a Target Fund or acknowledge the existence of control. Shareholders controlling a Fund may have a significant impact on any shareholder vote of the Fund. The actions of an entity or person that controls the Target Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over the Target Fund or large redemptions by a control person could cause the Target Fund’s other shareholders to pay a higher pro rata portion of the Target Fund’s expenses.

As of the Record Date, the Officers and Trustees of the Target Trust, as a group, [owned less than 1% of the outstanding voting securities of each other share class of the Target Fund].

Since none of the Acquiring Funds has commenced operations as of the date of this Proxy Statement, there were no shareholders that owned of record or beneficially 5% or more of the outstanding shares of each Acquiring Fund, or any class thereof, and the Trustees and officers of Acquiring Trust, as a group, did not own shares of any Acquiring Fund.

APPENDIX C

Additional Information About the Acquiring Funds’ Investments

This section provides more detailed information regarding certain of the Funds’ principal investment strategies as well as information regarding the Funds’ strategy with respect to investment of cash balances.

Cash Management

To gain market exposure on cash balances held in anticipation of liquidity needs or to reduce market exposure in anticipation of liquidity needs, a Fund may utilize the following investments:

Currencies

A Fund may have exposure to foreign currencies by using various instruments. A Fund may engage in these transactions in order to hedge or protect against uncertainty in the level of future foreign exchange rates in the purchase and sale of securities, or to shift exposure to foreign currency fluctuations from one country to another. The instruments in which a Fund may invest that provide exposure to foreign currencies include the following:

Equity Investments

A Fund’s equity investments may include:  

Other Investment Companies

A Fund, at times, may invest in shares of other investment companies. A Fund may invest in securities of an investment company advised by the Manager, with respect to which the Manager also receives a management fee. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Fund becomes a shareholder of that investment company. As a result, Fund shareholders indirectly will bear a Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with a Fund’s own operations. These other fees and expenses, if applicable, are reflected as Acquired Fund Fees and Expenses and are included in the Fees and Expenses Table for a Fund in this Prospectus. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.

About Your Investment

Choosing Your Share Class

Each Fund offers various classes of shares. Each share class of a Fund represents an investment in the same portfolio of securities for that Fund, but each class has its own expense structure and combination of purchase restrictions, and ongoing fees, allowing you to choose the class that best fits your situation.

Factors you should consider when choosing a class of shares include:

Each investor’s financial considerations are different. You should speak with your financial professional to help you decide which share class is best for you.

Purchase and Redemption of Shares

Eligibility

The Y Class and R5 Class shares offered in this Prospectus are available to eligible investors who meet the minimum initial investment. American Beacon Funds do not accept accounts registered to foreign individuals or entities, including foreign correspondent accounts. The Funds do not conduct operations and is not offered for purchase outside of the United States.

Subject to your eligibility, as described below, you may invest in a Fund through intermediary organizations, such as broker-dealers, insurance companies, plan sponsors, third party administrators, and retirement plans. As described below, the Manager may allow certain individuals to invest directly in a Fund in its sole discretion.

If you are eligible and invest directly with a Fund, the fees and policies with respect to a Fund’s shares that are outlined in this Prospectus are set by the Funds. The Manager and the Funds are not responsible for determining the suitability of a Fund or a share class for any investor.

If you invest through a financial intermediary, most of the information you will need for managing your investment will come from your financial intermediary.

This includes information on how to buy, sell and exchange shares of the Funds. If you establish an account through a financial intermediary, the investment minimums described in this section may not apply.  Investors investing in a Fund through a financial intermediary should consult with their financial intermediary to ensure they obtain all information regarding the differences between available share classes. Your broker-dealer or financial intermediary also may charge fees that are in addition to those described in this Prospectus. Please contact your intermediary for information regarding investment minimums, how to purchase and redeem shares and applicable fees.

Minimum Investment Amount by Share Class

The Manager may allow a reasonable period of time after opening an account for a Y Class or R5 Class investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial professionals

who make investments for a group of clients, the minimum initial investment can be met through aggregated purchase orders for more than one client.

Opening an Account

You may open an account through a retirement plan, an investment professional, a broker-dealer, or other financial intermediary. Please contact your financial intermediary for more information on how to open an account. Shares you purchase through your broker-dealer will normally be held in your account with that firm.

Direct mutual fund accounts are not available to new shareholders.   The Manager may allow the following individuals or entities to open new direct mutual fund accounts in its sole discretion: (i) corporate accounts, (ii) employees of the Manager, or its direct parent company, Resolute Investment Managers, Inc., and its affiliates and subsidiaries, (iii) employees of a sub-advisor to a fund in the American Beacon Funds Complex, (iv) members of the Board, and (v) members of the Manager’s Board of Directors.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, you will be asked for information that will allow the Fund or your financial institution to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, and taxpayer identification numbers on the account or other documentation. The Fund is required by law to reject your new account application if the required identifying information is not provided.

The Fund reserves the right to liquidate a shareholder’s account at the current day’s NAV per share and remit proceeds via check if the Fund or a financial institution is unable to verify the shareholder’s identity within three days of account opening.

Purchase Policies

Shares of a Fund are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the NYSE (whichever comes first) on each day on which the NYSE is open for business. If a purchase order is received by a Fund in good order prior to a Fund’s deadline, the purchase price will be the NAV per share next determined on that day, plus any applicable sales charges. A purchase order is considered to be received in good order when it complies with all of a Fund’s applicable policies. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that a Fund is open for business, plus any applicable sales charges. Shares of a Fund will only be issued against full payment, as described more fully in this Prospectus and SAI.

A Fund has authorized certain third-party financial intermediaries, such as broker-dealers, insurance companies, third-party administrators, and trust companies, to receive purchase and redemption orders on behalf of a  Fund and to designate other intermediaries to receive purchase and redemption orders on behalf of a Fund. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at a Fund’s next determined NAV per share after receipt by the financial intermediary or its designee. It is the responsibility of your broker-dealer or financial intermediary to transmit orders that will be received by a Fund in proper form and in a timely manner. A Fund is not responsible for the failure of a broker-dealer or financial intermediary to transmit a purchase order in proper form and in a timely manner.

Fund shares may be purchased only in U.S. States and Territories in which they can be legally sold. Prospective investors should inquire as to whether shares of a Fund are available for offer and sale in their jurisdiction. A Fund reserves the right to refuse purchases if, in the judgment of a Fund, the transaction would adversely affect a Fund and its shareholders. A Fund has the right to reject any purchase order or cease offering any or all classes of shares at any time. A Fund reserves the right to require payment by wire. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. A Fund will not accept ‘‘starter’’ checks, credit card checks, money orders, cashier’s checks, or third-party checks.

If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees a Fund or the Manager has incurred. Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

Please refer to the section titled ‘‘Frequent Trading and Market Timing’’ for information on a Fund’s policies regarding frequent purchases, redemptions, and exchanges.

Redemption Policies

If you purchased shares of the Fund through your financial intermediary, please contact your broker-dealer or other financial intermediary to sell shares of the Fund. A sale or redemption of your shares is generally taxable to you. See “Distributions and Taxes – Taxes.”  

The redemption price will be the NAV per share next determined after a redemption request is received in good order. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first).

Wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the NYSE (whichever comes first) generally are transmitted to shareholders on the next day the Fund is open for business. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check, ACH, or pre-authorized automatic investment may be delayed until the funds have cleared, which may take up to ten days.

The Fund reserves the right to suspend redemptions or postpone the date of payment for more than seven days (i) when the NYSE is closed (other than for customary weekend and holiday closings); (ii) when trading on the NYSE is restricted; (iii) when the SEC determines that an emergency exists so that disposal of the Fund’s investments or determination of its NAV per share is not reasonably practicable; or (iv) by order of the SEC for protection of the Fund’s shareholders.

Although the Fund intends to redeem shares by paying out available cash, cash generated by selling portfolio holdings (including cash equivalent portfolio holdings), or funds borrowed through the   interfund credit facility, or from a bank line of credit, in stressed market conditions and other appropriate circumstances, the Fund reserves the right to pay the redemption price in whole or in part by borrowing funds from external parties or distributing securities or other assets held by the Fund. To the extent that the Fund redeems its shares in this manner, the shareholder assumes the risk of a subsequent change in the market value of those securities, the cost of liquidating the securities and the possibility of a lack of a liquid market for those securities.

Please refer to the section titled ‘‘Frequent Trading and Market Timing’’ for information on the Fund’s policies regarding frequent purchases, redemptions, and exchanges.

Exchange Policies

If you purchased shares of a Fund through your financial intermediary, please contact your financial intermediary to determine if you may take advantage of the exchange policies described in this section and for the intermediary’s policies to effect an exchange.  

Shares of any class of a Fund may be exchanged for  shares of the same class of another American Beacon Fund under certain limited circumstances. Since an exchange involves a concurrent redemption and purchase, please review the sections titled ‘‘Redemption Policies’’ and ‘‘Purchase Policies’’ for additional limitations that apply to redemptions and purchases.

If Fund shares were purchased by check, a shareholder must have owned those shares for at least ten days prior to exchanging out of the Fund and into another fund.

The eligibility and minimum investment requirement must be met for the class into which the shareholder is exchanging. Fund shares may be acquired through exchange only in U.S. states and Territories in which they can be

legally sold. A Fund reserves the right to charge a fee and to modify or terminate the exchange privilege at any time. A Fund reserves the right to refuse exchange requests if, in the judgment of a Fund, the transaction would adversely affect a Fund and its shareholders. Please refer to the section titled “Frequent Trading and Market Timing” for information on a Fund’s policies regarding frequent purchases, redemptions, and exchanges.   

Shares of any class of a Fund may be converted to shares of another class of a Fund under certain limited circumstances.  For federal income tax purposes, the conversion of shares of one share class of a Fund to shares of a different share class of a Fund will not result in the realization of a capital gain or loss.

However, an exchange of shares of a Fund for shares of a different American Beacon Fund generally is considered a redemption and a concurrent purchase, respectively, and thus may result in the realization of capital gain or loss for those purposes.

How to Purchase, Redeem or Exchange Shares

If your account is through a broker-dealer or other financial intermediary, please contact them directly to purchase, redeem or exchange shares of a Fund.

Your broker-dealer or financial intermediary can help you open a new account, review your financial needs and formulate long-term investment goals and objectives. Your broker-dealer or financial intermediary will transmit your request to a Fund and may charge you a fee for this service. Dealers, other financial intermediaries or fiduciaries purchasing shares for their customers are responsible for determining the suitability of a particular share class for an investor. You should include the following information with any order:

Transactions for direct shareholders are conducted through:

Purchases by Wire:

Send a bank wire to State Street Bank and Trust Co. with these instructions:

Redemption proceeds will be mailed to the account of record or transmitted to commercial bank designated on the account application form.

Supporting documents may be required for redemptions by estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Redemption requests must also include authorized signature(s) of all persons required to sign for the account. Call 1-800-658-5811 for instructions.

To protect the Fund and your account from fraud, a Medallion signature guarantee is required for redemption orders:

The Fund only accepts Medallion signature guarantees, which may be obtained at participating banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.

Payments to Financial Intermediaries

For certain share classes, the Fund and/or 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. For example, compensation may be paid to make Fund shares available to sales representatives and/or customers of a fund supermarket platform or similar program sponsor or for services provided in connection with such fund supermarket platforms and programs.

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. To the extent that the Fund pays any such compensation, it is designed to compensate the financial intermediary for providing services that would otherwise be provided by the Manager, the Fund or its transfer agent. To the extent the Manager or its affiliates pay such compensation, it would likely include amounts from that party’s own resources and constitute what is sometimes referred to as ‘‘revenue sharing.’’

Compensation received by a financial intermediary from the Fund, 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 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, whether from the Fund or the Manager and/or its affiliates, and the prospect of receiving it may provide the financial intermediary with an incentive to recommend the shares of the Fund, or a certain class of shares of the Fund, over other potential investments. Similarly, the compensation may cause financial intermediaries to elevate the prominence of the Fund within its 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, its affiliates and/or the Fund, or any other fees, expenses, or commissions your financial intermediary may charge you in addition to those disclosed in this Prospectus.

Additional Payments with Respect to Y Class Shares

Y Class shares may also be available on brokerage platforms of firms that have agreements with a Fund’s distributor to offer such shares solely when acting as an agent for the investor. An investor transacting in Y Class shares in these

programs may be required to pay a commission and/or other forms of compensation to the broker. Shares of a Fund are available in other share classes that have different fees and expenses.

General Policies

If a shareholder’s account balance falls below the following minimum levels, the shareholder may be asked to increase the balance.

If the account balance remains below the applicable minimum account balance after 45 days, the Fund reserves the right, upon 30 days’ advance written notice, to close the account and send the proceeds to the shareholder. The Fund reserves the authority to modify minimum account balances in its discretion.

A traditional IRA or Roth IRA invested directly will be charged an annual maintenance fee of $15.00 by the Custodian.

An ACH privilege allows electronic transfer from a checking or savings account into a direct account with the Fund. The ACH privilege may not be used for initial purchases but may be used for subsequent purchases and redemptions. Purchases of Fund shares by ACH are subject to a limit of $2,000 per Fund per day. The Fund reserves the right to waive such limit in its sole discretion.

ACH privileges must be requested on the account application, or may be established on an existing account by submitting a request in writing to the Fund. Validated signatures from all shareholders of record for the account are required on the written request. See details below regarding signature validations. Such privileges apply unless and until the Fund receives written instructions from all shareholders of record canceling such privileges. Changes of bank account information must also be made in writing with validated signatures. The Fund reserves the right to amend, suspend or discontinue the ACH privilege at any time without prior notice. The ACH privilege does not apply to shares held in broker “street name” accounts or in other omnibus accounts.

When a signature validation is called for, a Medallion signature guarantee or Signature Validation Program (“SVP”) stamp may be required. A Medallion signature guarantee is intended to provide signature validation for transactions considered financial in nature, and an SVP stamp is intended to provide signature validation for transactions non-financial in nature. A Medallion signature guarantee or SVP stamp may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution which is participating in a Medallion program or SVP recognized by the Securities Transfer Association. The Fund may reject a Medallion signature guarantee or SVP stamp. Shareholders should call 1-800-658-5811 for additional details regarding the Fund’s signature guarantee requirements.

The following policies apply to instructions you may provide to the Fund by telephone:  

The Fund reserves the right to:  

Escheatment

Please be advised that certain state escheatment laws may require the Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property unless you contact the Fund. Many states have added ‘‘inactivity’’ or the absence of customer-initiated contact as a component of their rules and guidelines for the escheatment of unclaimed property. These states consider property to be abandoned when there is no shareholder-initiated activity on an account for at least three (3) to five (5) years.

Depending on the laws in your jurisdiction, customer-initiated contact might be achieved by one of the following methods:  

The Fund, the Manager, and the transfer agent will not be liable to shareholders or their representatives for good faith compliance with escheatment laws. To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer’s and/or Controller’s Offices.   Unless you hold your shares directly with the Fund, you should contact your broker-dealer, retirement plan, or other third party intermediary regarding applicable state escheatment laws.

Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder’s account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder’s location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. The completed designation form may be mailed to the below address.

Contact information:

American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
1-800-658-5811  
www.americanbeaconfunds.com

Frequent Trading and Market Timing

Frequent trading by Fund shareholders poses risks to other shareholders in the Fund, including: (i) the dilution of the Fund’s NAV per share, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund’s NAV per share is known as market timing.

The Funds are particularly at risk for market timing activity. Please see “Market Timing Risk” under the description of each Fund.

The Fund’s Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. Shareholders may transact one ‘‘round trip’’ in a Fund in any rolling 90-day period. A ‘‘round trip’’ is defined as two transactions, each in an opposite direction. A round trip may involve either (i) a purchase or exchange into a

Fund followed by a redemption or exchange out of a Fund or (ii) a redemption or exchange out of a Fund followed by a purchase or exchange into a Fund. If the Manager detects that a shareholder has exceeded one round trip in a Fund in any rolling 90-day period, the Manager, without prior notice to the shareholder, may prohibit the shareholder from making further purchases of a Fund. In general, each Fund reserves the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing, regardless of whether the shareholder’s activity violates any policy stated in this Prospectus. Additionally, the Manager may in its discretion, reject any purchase or exchange into a Fund from any individual investor, institutional investor, or group whose trading activity could disrupt the management of the Fund or dilute the value of the Fund’s shares, including collective trading (e.g., following the advice of an investment newsletter). Such investors may be barred from future purchases of American Beacon Funds.

The round-trip limit does not apply to the following transaction types:

Financial intermediaries that offer Fund shares, such as broker-dealers, third-party administrators of retirement plans, and trust companies, will be asked to enforce the Funds’ policies to discourage frequent trading and market timing by investors. However, certain intermediaries that offer Fund shares have informed the Funds that they are currently unable to enforce the Fund’s policies on an automated basis. In those instances, the Manager will monitor trading activity of the intermediary in an attempt to detect patterns of activity that indicate frequent trading or market timing by underlying investors. In some cases, intermediaries that offer Fund shares have their own policies to deter frequent trading and market timing that differ from the Funds’ policies. A Fund may defer to an intermediary’s policies. For more information, please contact the financial intermediary through which you invest in the Funds.

The Manager monitors trading activity in the Fund to attempt to identify shareholders engaged in frequent trading or market timing. The Manager may exclude transactions below a certain dollar amount from monitoring and may change that dollar amount from time to time. The ability of the Manager to detect frequent trading and market timing activity by investors who own shares through an intermediary is dependent upon the intermediary’s provision of information necessary to identify transactions by the underlying investors. The Funds have entered into agreements with the intermediaries that service the Fund’s investors, pursuant to which the intermediaries agree to provide information on investor transactions to the Fund and to act on the Fund’s instructions to restrict transactions by investors who the Manager has identified as having violated the Fund’s policies and procedures to deter frequent trading and market timing.

Wrap programs offered by certain intermediaries may be designated ‘‘Qualified Wrap Programs’’ by a Fund based on specific criteria established by the Funds and a certification by the intermediary that the criteria have been met. A Qualified Wrap Program is a wrap program whose sponsoring intermediary: (i) certifies that it has investment discretion over $50 million or more in client assets invested in mutual funds at the time of the certification, (ii) certifies that it directs transactions in accounts participating in the wrap program(s) in concert with changes in a model portfolio, (iii) provides the Manager a description of the wrap program(s), and (iv) managed by an intermediary that agrees to provide the Manager sufficient information to identify individual accounts in the intermediary’s wrap program(s). For purposes of applying the round-trip limit, transactions initiated by clients invested in a Qualified Wrap Program will not be matched to transactions initiated by the intermediary sponsoring the Qualified Wrap Program. For example, a client’s purchase of a Fund followed within 90 days by the intermediary’s redemption of the same Fund would not be considered a round trip. However, transactions initiated by a Qualified Wrap Program client are subject to the round-trip limit and will be matched to determine if the client has exceeded the round-trip limit. In addition, the Manager will monitor transactions initiated by Qualified Wrap Program intermediaries to determine whether any intermediary has engaged in frequent trading or market timing. If the Manager determines that an intermediary has engaged in activity that is harmful to a Fund, the Manager will revoke the intermediary’s Qualified Wrap Program status. Upon termination of status as a Qualified Wrap Program, all account transactions will be matched for purposes of testing compliance with the Fund’s frequent trading and market timing policies.

Each Fund reserves the right to modify the frequent trading and market timing policies and procedures and grant or eliminate waivers to such policies and procedures at any time without advance notice to shareholders. There can be no assurance that the Fund’s policies and procedures to deter frequent trading and market timing will have the intended effect or that the Manager will be able to detect frequent trading and market timing.

Distributions and Taxes

Each 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”), distributions of realized net capital gains (“capital gains distributions”) and net gains from foreign currency transactions (sometimes referred to below collectively as “other distributions”) (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 Funds do not have a fixed dividend rate nor do they guarantee that they will pay any distributions in any particular period. Distributions paid by a Fund with respect to each class of shares are calculated in the same manner and at the same time, but dividends on different classes of shares may be different as a result of the services and/or fees applicable to certain classes of shares. Distributions are paid as follows:

Options for Receiving Dividends and Other Distributions

When you open your Fund account, you can specify on your application how you want to receive distributions. To change that option, you must notify the transfer agent. Unless you instruct otherwise in your account application, distributions payable to you by a Fund will be reinvested in additional  shares of the distributing class of that Fund. There are four payment options available:  

Distributions of Fund income are generally taxable to you regardless of the manner in which received or reinvested. If you invest directly with a Fund, any election to receive distributions payable by check will only apply to distributions totaling $10.00 or more. Any distribution by a Fund totaling less than $10.00 will be reinvested in shares of the distributing class of that Fund and will not be paid to you by check.

If you elect to receive a distribution by check and the U.S. Postal Service cannot deliver your check, or if your check remains uncashed for at least six months, a Fund reserves the right to reinvest the amount of your check, and to reinvest all subsequent distributions, in shares of the distributing class of that Fund at the NAV per share on the day of the reinvestment. Interest will not accrue on amounts represented by uncashed distribution or redemption checks.