Correspondence 0000051931-24-000550 from Capital Group Conservative Equity ETF (CIK 0002008359)
Capital Group Conservative Equity ETF (CIK 0002008359)
Date: May 30, 2024 · CIK: 0002008359 · Accession: 0000051931-24-000550
AI Filing Summary & Sentiment
File numbers found in text: 333-276927, 333-276928, 333-276930, 333-276931, 811-23933, 811-23934, 811-23935, 811-23936
Show Raw Text
CORRESP
1
filename1.htm
Capital Research and Management Company
333 South Hope Street
Los Angeles, California 90071-1406
May 30, 2024
Timothy Worthington
U.S. Securities and Exchange Commission
Division of Investment Management
Disclosure Review Office
100 F Street, N.E.
Washington, D.C. 20549-3628
Re:
Capital Group New Geography Equity ETF (“New
Geography Equity”)
Initial Registration Statement on Form N-1A
File Nos. 333-276931, 811-23936
Capital Group International Core Equity ETF
(“International Core Equity”)
Initial Registration Statement on Form N-1A
File Nos. 333-276930, 811-23935
Capital Group Global Equity ETF (“Global
Equity”)
Initial Registration Statement on Form N-1A
File Nos. 333-276927, 811-23934
Capital Group Conservative Equity ETF (“Conservative
Equity”)
Initial Registration Statement on Form N-1A
File
Nos. 333-276928, 811-23933
Dear Mr. Worthington:
In response to your comments, received telephonically
on May 7, 2024 and May 21, 2024, to the initial registration statements on Form N-1A (the “Registration Statements”) of New
Geography Equity, International Core Equity, Global Equity and Conservative Equity (each, a “Registrant” and together, the
“Registrants”), we hereby file Pre-Effective Amendment No. 2 to the Registration Statements under the Investment Company Act
of 1940 (the “1940 Act”) (such amendment, the “Amendment”) pursuant to Rule 472 of the 1933 Act. We appreciate
your prompt response to the filing.
Our responses to your comments are set forth below.
The Amendment reflects additional information that was not contained in the initial Registration Statements.
Capital Group New Geography Equity ETF
Principal Investment Strategies
1. The staff notes that the fund lists the qualified developing
countries the fund may invest in within the fund’s statutory prospectus. Please also include this list within the fund’s summary
prospectus. To the extent the fund intends to invest in all countries on the list, please consider whether additional disclosure related
to the risks of investing in such countries is warranted.
Response: The disclosure of the list of qualified developing
countries is intended to provide investors with additional clarity on which developing countries are considered qualified developing countries
for purposes of the fund’s investment strategy to invest at least 30% of its assets in equity securities of issuers domiciled in
qualified developing countries, rather than to indicate the fund will only or primarily invest in such countries. Accordingly, we will
clarify the disclosure in the fund’s statutory prospectus as follows, and will include the disclosure as revised in the fund’s
summary prospectus:
As of [May 1],
2024, the qualified developing countries in which the fund may invest for
purposes of the fund’s investment strategy currently are include
Argentina, Bahrain, Bangladesh, Belarus, Belize, Bolivia, Botswana, Brazil, Bulgaria, Chile, China, Colombia, Costa Rica, Croatia,
Czech Republic, Dominican Republic, Ecuador, Egypt, El Salvador, Estonia, Gabon, Ghana, Greece, Hungary, India, Indonesia, Iraq,
Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Latvia, Lebanon, Lithuania, Macau, Malaysia, Mauritius, Mexico, Morocco, Namibia,
Oman, Pakistan, Panama, Paraguay, Peru, Philippines, Poland, Qatar, Romania, Russian Federation, Saudi
Arabia, Serbia, Slovakia, South Africa, Sri Lanka, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, Uruguay,
Venezuela, Vietnam and Zambia. It is possible that the fund may not have investments in one or more of
these countries at any given time.
We
supplementally confirm that the fund does not expect to be invested in all of the countries listed, and that the fund will only invest
in a particular country to the extent permitted by applicable laws and regulations. For example, although countries like Ukraine and Venezuela
are currently the subject of certain sanctions programs, to the extent such sanctions programs do not impose a blanket prohibition on
investment and would permit certain investments in such countries, and the fund determines that an investment in such a country may be
appropriate for the fund, the fund would invest only to the extent permitted. To the extent that investing in a particular qualified developing
country becomes a principal focus of the fund, the fund will consider adding disclosure addressing risks of investing in that country.
2. Please add additional disclosure describing how the fund determines which countries are developing countries and which countries are
developed countries.
Response: We have revised the disclosure to provide additional
detail describing how the fund determines which countries are developing countries and which countries are developed countries.
3. Please consider whether the use of the term "qualified" vs. "nonqualified" is more helpful for investors as opposed
to simply providing the list of countries in which the fund intends to invest as part of its principal investment strategy. If it will
not be a principal investment strategy to invest in nonqualified developing countries, please delete from the fund’s summary prospectus
the disclosure relating to investing in nonqualified developing countries.
Response: The fund is not limited to investing in
only qualified developing countries, as the fund may also invest in securities of companies domiciled in developed countries if the
fund’s investment adviser determines that a significant portion of the company’s assets or revenues is attributable to
developing countries and in securities of companies domiciled in nonqualified developing countries, as described in the fund’s
prospectus and statement of additional information. As described above, the intent behind the disclosure of the list of qualified
developing countries is to provide investors with additional clarity on which developing countries are considered qualified
developing countries for purposes of the fund’s investment strategy to invest at least 30% of its assets in equity securities
of issuers domiciled in qualified developing countries, rather than to provide investors with a comprehensive list of all countries
in which the fund will invest. We have, however, reordered the disclosure to be more clear regarding the fund’s investment
strategies relating to investments in companies with significant exposure to developing countries and investments in companies
domiciled in qualified developing countries. We will delete from the fund’s summary prospectus the disclosure that
“[t]he fund may also, to a limited extent, invest in securities of issuers domiciled in nonqualified developing
countries.”
4. The second paragraph states “Under normal market conditions, the fund invests at least 30% of its assets in equity securities
of issuers domiciled in qualified developing countries”, and the first paragraph states “Under normal market conditions, the
fund will invest at least 80% of its assets in equity securities.” Please clarify what types of equity securities the fund will
invest in for purposes of the 80% test, if the fund invests 30% of its assets in equity securities of issuers domiciled in qualified developing
countries.
Response: As described elsewhere in this section of the
prospectus, “[t]he fund invests primarily in common stocks of companies with significant exposure to developing countries.”
In addition, the prospectus notes that “[t]he fund may invest in equity securities of any company, regardless of where it is domiciled
(including developed countries), if the fund’s investment adviser determines that a significant portion of the company’s assets
or revenues (generally 20% or more) is attributable to developing countries,” and “[t]he fund may also, to a limited extent,
invest in securities of issuers domiciled in nonqualified developing countries.” As a result, most of the fund’s investments
will be in equity securities of companies with significant exposure to developing countries, which would include equity securities of
companies domiciled in qualified developing countries, equity securities of companies domiciled in developed countries and which have
a significant portion of their assets or revenues attributable to developing countries, and equity securities of companies domiciled in
developing countries which are not qualified developing countries.
5. Please consider moving the second sentence of the first paragraph (“The fund invests primarily in common stocks of companies
with significant exposure to developing countries.”) to the second paragraph, following the sentence that "Under normal market
conditions, the fund invests at least 30% of its assets in equity securities of issuers domiciled in qualified developing countries.”
Response: We have revised the ordering of the disclosure
to more clearly disclose the fund’s overall investment strategy regarding investments with exposure to developing countries before
disclosing the more specific investment strategy regarding investments in companies domiciled in qualified developing countries.
6. Within the third sentence of the first paragraph, the fund
discloses that it “may invest in equity securities of any company, regardless of where it is domiciled (including developed countries),
if the fund’s investment adviser determines that a significant portion of the company’s assets or revenues (generally 20%
or more) is attributable to developing countries.” Please consider clarifying in the fund’s statutory prospectus the use of
the qualifier “generally”. Please supplementally confirm that to the extent that investing in a nonqualified developing country
becomes a principal focus of the fund, the fund will consider adding disclosure addressing risks of investing in that country.
Response: We have revised the disclosure in the fund’s
statutory prospectus to provide the following additional clarification:
Although the fund’s investment adviser
generally considers 20% or more of a company’s assets or revenues to be a significant portion of its assets or revenues, in certain
limited circumstances (including where relevant data is incomplete or the nature of a holding warrants special considerations), the fund’s
investment adviser may also take into account additional factors such as the company’s industry, expected revenues, and how the
company’s revenues are earned.
In addition, we supplementally confirm that to the extent that
investing in a nonqualified developing country becomes a principal focus of the fund, the fund will consider adding disclosure addressing
risks of investing in that country.
7. With respect to the disclosure relating to multiple portfolio managers who manage assets, please supplementally clarify if portfolio
managers are responsible for investments in different countries or regions.
Response: We supplementally confirm that the fund’s
portfolio managers are not separately responsible for investments in different countries or regions.
8. Please add disclosure regarding the market capitalization of companies in which the fund may invest. It would be sufficient to disclose
that the fund can invest in companies of any market capitalization, but to the extent the fund expects to invest materially in micro-cap
companies, please disclose the relevant risks of such investments. Please include similar disclosure in the statutory prospectuses of
all of the Registrants, to the extent not already included.
Response: We have revised the disclosure to add the following
sentence to the fund’s statutory prospectus. We confirm supplementally that it is not a principal investment strategy of the fund
to invest in micro-cap companies.
The fund may invest in securities of companies
with a broad range of capitalizations.
We will also add the same disclosure to the statutory prospectus
for International Core Equity, and supplementally confirm that we will retain the existing market capitalization disclosures in the Global
Equity and Conservative Equity statutory prospectuses.
9. Please make consistent across the Registrants the use of the term “assets” in describing each Registrant’s 35d-1
investment policy.
Response: We have revised the prospectuses of the Registrants
to use the term “assets” (instead of “net assets”), as such term is defined in Rule 35d-1, in describing each
Registrant’s 35d-1 investment policy. In each Registrant’s statement of additional information, we provide further detail
that such term refers to net assets (plus the amount of borrowings for investment purposes, if any).
Capital Group International Core Equity ETF
Principal Investment Strategies
10. The first sentence of the first paragraph discloses that “The fund invests primarily in stocks of larger, well-established
[emphasis added] companies....” Please revise the disclosure to clarify the meaning of “larger” and “well-established.”
Response: We have revised the disclosure as follows:
The
fund invests primarily in stocks of larger, well-established companies domiciled outside
the United States, including in emerging markets and developing countries, that the investment adviser believes have the potential for
growth and/or to pay dividends.
11. The last sentence of the first paragraph discloses that “The fund therefore expects to be invested in numerous [emphasis
added] countries outside the United States.” Please clarify the meaning of “numerous” or delete the relevant sentence.
Response: We have revised the disclosure as follows:
The fund therefore expects to be invested in numerous
various (but no fewer than three) countries outside the United States.
Capital Group Global Equity ETF
Principal Investment Strategies
12. Please add brief disclosure regarding how the fund determines whether an issuer is a non-U.S. issuer.
Response: We have added the following disclosure to the
summary as well as the statutory prospectus (Items 4 and 9):
In determining the domicile of an issuer, the
fund’s investment adviser will generally look to the determination of MSCI Inc. (MSCI) for equity securities.
We have also revised the disclosure in the third bullet in the
section captioned “Certain investment limitations and guidelines“ in the statement of additional information as follows:
In doing so, the fund’s investment adviser will generally
look to the determination of a leading provider of global indexes, such as MSCI Inc.
(MSCI) for equity securities and Bloomberg for debt securities.
13. Please confirm that there is no targeted market capitalization range for the fund. To the extent the fund invests in issuers of a
particular market capitalization range as a principal investment strategy, please confirm supplementally that appropriate risk disclosure
will be added.
Response: We confirm supplementally that the fund does
not invest in companies of a particular market capitalization range as a principal investment strategy. In the event that it does, we
confirm that appropriate risk disclosure will be added regarding such focus.
Capital Group Conservative Equity ETF
Principal Investment Strategies
14. In pertinent part, the second paragraph discloses that: “The fund’s equity investments are limited to securities of companies
that are included on an eligible list. Securities are added to, or deleted from, the eligible list based on a number of factors, such
as the fund’s investment objectives and policies, whether a company is deemed to be an
established company of sufficient quality and a company’s dividend payment prospects.”
Please revise the disclosure to clarify how the adviser will determine
whether a particular issuer meets the eligibility criteria. In particular, please clarify the meaning of “sufficient quality”
and “dividend payment prospects.”
Response: We have revised the disclosure as follows:
The fund’s equity investments are limited to securities of
companies that are included on an eligi