Correspondence 0000051931-23-001289 from American Funds Target Date Retirement Series (CIK 0001380175)
American Funds Target Date Retirement Series (CIK 0001380175)
Date: Dec. 18, 2023 · CIK: 0001380175 · Accession: 0000051931-23-001289
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File numbers found in text: 333-138648, 811-21981
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CORRESP
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filename1.htm
December 18, 2023
Mark A. Cowan
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management
Disclosure Review Office
100 F Street, N.E.
Washington, D.C. 20549-3628
Re:
American Funds Target Date Retirement Series (the “Registrant” or the “Series”)
File No. 333-138648 and 811-21981
Dear Mr. Cowan:
This letter is in response to the
oral comments you provided on November 21, 2023 to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement
under the Securities Act of 1933 (the “1933 Act”) and Amendment No. 41 to the Registration Statement under the Investment
Company Act of 1940, in which the Registrant registered a new series fund – American Funds 2070 Target Date Retirement Fund (the
“2070 Fund”). We appreciate your prompt response to the filing.
Our responses to your comments
are set forth below. We will incorporate any changes to the Registration Statement in a subsequent filing pursuant to Rule 485(b) under
the 1933 Act to be automatically effective on January 1, 2024 (the “Amendment”). We understand that, unless otherwise
stated, when a comment is made with respect to disclosure in one portion of the Registration Statement, that comment is applicable to
all similar disclosure appearing elsewhere in the Registration Statement. Accordingly, where applicable, responses to your comments below
with respect to the 2070 Fund apply equally to each of the Registrant’s other series funds with similar disclosure.
Summary Prospectus
1. In the paragraph preceding the “Annual fund operating expenses” table for the 2070 Fund,
please make the following sentence bold: “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.”
Response: We have made this sentence
bold to reflect this comment.
2. Please add a footnote to the “Annual fund operating expenses” table for the 2070 Fund stating
that fees are based on estimated amounts for the current fiscal year.
Response: We have updated the “Annual
fund operating expenses” table to reflect this footnote.
3. The “Annual fund operating expenses” table and expense example for the 2070 Fund have been
left blank. Please email or include in your response letter the completed “Annual fund operating expenses” table and expense
example.
Response: The
completed “Annual fund operating expenses” table and expense example is included as Exhibit A to this response letter.
4. In the paragraph preceding the expense example for the 2070 Fund, please revise the first sentence
to state that it assumes “you invest $10,000 in the fund for the time periods indicated and then redeem or
hold all your shares at the end of those periods.”
Response: We have
updated this sentence to reflect this comment.
5. In the section captioned “Principal investment strategies,” please provide a market capitalization
policy or disclosure for the 2070 Fund. If appropriate, please include disclosures of risks associated with specific market capitalization
ranges.
Response: The 2070 Fund does not
have a market capitalization policy and it is not a principal investment strategy of the 2070 Fund to achieve any particular market capitalization
exposure. Rather, through the underlying funds in which it invests, the 2070 Fund will have exposure to issuers with a broad range of
market capitalizations. We have described such exposure, and the risks associated with such exposure, in the 2070 Fund’s statutory
prospectus and statement of additional information. See, in particular, the sections/paragraphs captioned “Investment objectives,
strategies and risks”, “Investing in stocks”, and “Investing in smaller capitalization stocks”. Because
it is not a principal investment strategy of the 2070 Fund to invest in underlying funds based on their market capitalization exposure,
and we believe the existing disclosure in the statutory prospectus is responsive to this comment, we respectfully decline to revise the
disclosure as proposed.
6. The section captioned “Principal investment strategies” refers to investments in stocks
and fixed-income instruments by underlying growth-and-income funds, equity-income and balanced funds, and fixed income funds in which
the 2070 Fund invests. Please disclose whether such investments include investments in stocks and/or fixed-income instruments outside
the United States.
Response: The descriptions
of the fund categories in the section captioned “Principal investment strategies” are intended to be descriptions of these
fund categories generally, rather than of the specific underlying American Funds that the 2070 Fund invests in. Because growth-and-income
funds, equity-income funds, balanced funds, and fixed income funds may or may not invest outside the United States depending on their
investment strategies … We note supplementally that the statutory prospectus for the 2070 Fund states that “[t]hrough its
underlying fund investments, the fund will typically have exposure to investments outside the United States.” Accordingly, we respectfully
decline to revise the disclosure as proposed.
7. In the section on principal risks associated with investing in the 2070 Fund, please consider adding
a risk factor disclosing risks associated with investing in a new fund.
Response: We are
adding to the statutory prospectus for the 2070 Fund the following risk disclosure captioned “Large shareholder transactions risk,”
which describes, among other things, the risks of large shareholder transactions, particularly with respect to a new fund (emphasis added):
Large shareholder transactions
risk — The fund may experience adverse effects when shareholders purchase or redeem, individually or in the aggregate,
large amounts of shares of the fund. Such large shareholder redemptions may cause the fund to sell portfolio securities at times
when it would not otherwise do so, which may negatively impact the fund’s net asset value and liquidity. Similarly, large fund
share purchases may adversely affect the fund’s performance to the extent that the fund is delayed in investing new cash and
is required to maintain a larger cash position than it ordinarily would. These transactions may also accelerate the realization of
taxable income to shareholders if such sales of investments resulted in gains, and may also increase transaction costs. In addition,
a large redemption could result in the fund’s current expenses being allocated over a smaller asset base, leading to an
increase in the fund’s expense ratio. These risks are heightened when the fund is small.
We do not believe the risks of investing
in a new fund is necessarily a principal risk associated with investing in the 2070 Fund, and believe this added disclosure is responsive
to the comment.
8. In the section on principal risks associated with investing in the 2070 Fund, please supplement the
paragraph captioned “Fund structure” to state that investors in the fund are subject to two layers of fees and expenses with
respect to investments in the fund.
Response: We note
that the paragraph captioned “Fund structure” provides, in part, the following:
“Fund structure — The
fund invests in underlying funds and incurs expenses related to the underlying funds. In addition, investors in the fund will incur fees
to pay for certain expenses related to the operations of the fund. An investor holding the underlying funds directly and in the same proportions
as the fund would incur lower overall expenses but would not receive the benefit of the portfolio management and other services provided
by the fund.”
We believe this disclosure
is clear that the fund has two layers of fees and expenses, which is also described in the “Annual fund operating expenses”
table. As we believe these disclosures are responsive to this comment, we respectfully decline to revise the disclosure as proposed.
9. In the section on principal risks associated with the underlying funds’ investment strategies,
please supplement the paragraph captioned “Investing in debt instruments” to include disclosure on the credit quality and
maturity policies for such investments. To the extent the underlying funds will invest in high-yield or “junk bonds”, please
include appropriate disclosure regarding investments in debt instruments that will be rated below investment grade.
Response: The 2070
Fund does not have a debt instrument policy and it is not a principal investment strategy of the 2070 Fund to achieve any particular debt
instrument exposure, including any particular exposure to lower rated debt instruments. Rather, through the underlying funds in which
it invests, the 2070 Fund will have exposure to debt securities with a wide range of qualities and maturities. We have described such
exposure, and the risks associated with such exposure, in the 2070 Fund’s statutory prospectus and statement of additional information.
See, in particular, the sections/paragraphs captioned “Investment strategies, objectives and risks”, “Investing in debt
instruments”, “Investing in lower rated debt instruments”, and “Lower rated debt securities”. Because it
is not a principal investment strategy of the 2070 Fund to invest in underlying funds based on their exposures to debt securities based
on credit qualities or maturities, we respectfully decline to revise the disclosure as proposed.
10. In the section on principal risks associated with the underlying funds’ investment strategies,
to the extent the underlying funds will invest in securities of issuers that may be significantly exposed to risks associated with Brexit,
please consider supplementing the paragraph captioned “Investing outside the United States” to describe such risks.
Response: The
2070 Fund and the underlying funds in which it invests are actively managed and rely on the professional judgement of their
investment adviser to make decisions about their respective portfolio investments. It is not a principal investment strategy of the
2070 Fund or any of its underlying funds to invest in securities of issuers in any particular country. Accordingly, we respectfully
decline to expand the risk disclosure captioned “Investing outside the United States” at this time. However, we note
supplementally that, because the investment portfolios of the underlying funds in which the 2070 Fund invests are actively managed,
and because, from time to time, any one of those underlying funds may have significant exposure to a particular country, region,
industry or sector, the statutory prospectus for the 2070 Fund includes disclosure regarding the risk of such exposure.
11. Please supplementally identify the comparative broad-based securities index the 2070 Fund expects to
use in the section captioned “Investment results”.
Response: We confirm supplementally
that once the 2070 Fund has annual returns for at least one calendar year and begins to disclose investment results, the 2070 Fund expects
to use the S&P Target Date 2070 Index as its comparative broad-based securities market index.
Statutory Prospectus
12. The section captioned “Investment objectives, strategies and risks” includes the following
sentence: “For example, the 2065 Fund, a fund with more years before its target date, will emphasize growth more than a fund closer
to (or past) its target date, such as the 2010 Fund.” Please consider updating this sentence to refer to the 2070 Fund.
Response: We have updated the disclosure
to address this comment as follows:
For example, the 20652070
Fund, a fund with more years before its target date, will emphasize growth more than a fund closer to (or past) its target
date, such as the 2010 Fund.
13. The section captioned “Investment objectives, strategies and risks” includes a paragraph
describing risks associated with the fund’s fixed income exposure to lower rated debt instruments. Please summarize these risks
in the summary prospectus for the 2070 Fund.
Response: As described above in our
response to comment 9, it is not a principal investment strategy of the 2070 Fund to achieve any particular exposure to lower rated debt
instruments through its investments in the underlying funds. We also note supplementally that the Registrant is a series, which, together
with the 2070 Fund, comprises thirteen individual series funds. Accordingly, the Registration Statement – and the statutory prospectus
and statement of additional information, in particular – is intended to cover all thirteen series funds. Therefore, the section
captioned “Investment objectives, strategies and risks” relates not only to the 2070 Fund but to the other funds in the Series
as well, and the disclosures therein do not necessarily all apply to the 2070 Fund. We also note that this paragraph states only that
a series fund “may” have significant exposure to lower rated debt instruments and, as shown by the Series’ glide path,
the 2070 Fund will be principally invested in growth and growth-and-income funds and have less exposure to fixed income securities initially.
Accordingly, we respectfully decline to revise the disclosure as proposed.
14. In the section captioned “Investment objectives, strategies and risks”, please include
a table identifying which risk factors associated with investing in the underlying funds are associated with each fund in the Series.
In the section captioned “Information regarding the underlying funds”, please include a table identifying which underlying
funds are underlying investments for each fund in the Series.
Response: We have considered
the Staff’s comment in light of the disclosure and peer disclosures, and respectfully decline to include the requested tables.
Each fund in the Series invests in a mix of American Funds, and the investment adviser periodically reviews the investment
strategies and asset mix of the underlying funds and may, from time to time, rebalance or modify the asset mix of the funds and
change the underlying fund investments. Form N-1A requires disclosure of principal risks of investing in the fund, and underlying
fund risks are included as a principal risk of investing in the fund. Because the investment adviser may change the underlying fund
investments from time to time, the principal risks of investing in the underlying funds are included in this section, even if a fund
in the Series may not invest in all underlying funds at a given time. In addition, the Series’ prospectus includes a section
captioned “Information regarding the underlying funds,” which refers investors to the current prospectuses and
statements of additional information of the underlying funds for additional information regarding the underlying funds. We note
supplementally that the statutory prospectus and statement of additional information state that portfolio holdings information for
each fund in the series is available on the investment adviser’s website at capitalgroup.com.
15. The section captioned “Investment objectives, strategies and risks” includes a risk factor
captioned “Investing in mortgage-related and other asset-backed securities” relating to an underlying fund’s investments
in mortgage-related securities and other asset-backed securities and a risk factor captioned “Investing in derivatives” relating
to an underlying fund’s use of derivatives. These risks are identified as principal risks associated with the underlying funds’
investment strategies. If appropriate, please include these risks in the “Principal risks” section of the summary prospectus
for the 2070 Fund.
Response: The section
captioned “Investment objectives, strategies and risks” includes risk factors that may only apply to certain funds in the
Series, and it is not a principal investment strategy of the 2070 Fund to invest in funds with significant exposure to mortgage-related
securities and other asset-backed securities or to invest in funds with significa