Correspondence 0000051931-24-000813 from American Funds U.S. Small & Mid Cap Equity Fund (CIK 0002026099)
American Funds U.S. Small & Mid Cap Equity Fund (CIK 0002026099)
Date: Aug. 20, 2024 · CIK: 0002026099 · Accession: 0000051931-24-000813
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File numbers found in text: 333-280621, 811-23979
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CORRESP
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filename1.htm
The
Capital Group Companies, Inc.
333 South Hope Street
Los Angeles, California 90071-1406
August 20, 2024
Soo Im-Tang
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 U.S. Small and Mid Cap Equity Fund (“US SMID”)
Initial
Registration Statement on Form N-1A
File
Nos. 333-280621, 811-23979
Dear Ms. Im-Tang:
In
response to your comment letter, dated July 30, 2024, to the initial registration statement on Form N-1A (the “Registration Statement”)
of US SMID (the “Fund”), we hereby file Pre-Effective Amendment No. 1 to the Registration Statement 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.
General
1. Please complete
or update all information that is currently in brackets or missing in the registration statement
(e.g., fee table, expense example, management, portfolio managers, seed financial statements,
auditor's report, consent, information in the statement of additional information, and exhibits).
We may have additional comments on such portions when you complete them in pre-effective
amendments, on disclosures made in response to this letter, on information supplied supplementally,
or on exhibits added in any pre-effective amendment.
Response:
We have updated the Registration Statement in a pre-effective amendment to address this comment. We will also provide any outstanding
information or exhibits in a subsequent pre-effective amendment, on disclosures made in response to your letter, or on information supplied
supplementally. We acknowledge that you may have additional comments.
2. Please confirm
the Fund will file a fidelity bond under Form 40-17G.
Response:
We confirm that the Fund will file a fidelity bond under Form 40-17G.
Prospectus
Fees and
Expenses, Page 1
3. The fee table
provides a line item for Other Expenses. Since the Fund is a new fund, please add a footnote
to the Other Expenses line item stating that the figures are based on estimated amounts for
the current year. See Item 3, Instruction (“Instr.”) 6 of Form N-1A.
Response:
We have updated the disclosure to address this comment.
4. Please confirm
that there are no fee waiver/reimbursement arrangements.
Response:
We will provide this information in a subsequent pre-effective amendment, on disclosures made in response to your letter, or on information
supplied supplementally.
5. The prospectus
indicates that the Fund may invest in Central Funds (certain other funds managed by the investment
adviser or its affiliates). If acquired fund fees and expenses (“AFFEs”) from
such investments will exceed 0.01% of the average net assets of the Fund, please disclose
these fees and expenses as a separate line item in the fee table. See Item 3, Instr. 3(f)(i)
of Form N-1A.
Response:
We confirm that, if AFFE exceed 0.01% of the average net assets of the Fund, the Fund will include a separate line item in the fee table
for AFFE. The Fund's AFFE is not expected to exceed 0.01% of the average net assets of the Fund at this time, and as a result, any such
expenses will be reflected in "Other Expenses."
Principal
Investment Strategies, Page 3
6. The first
sentence of the first paragraph states that, “Under normal market conditions, the fund
invests at least 80% of its assets in common stocks and other equity-type securities (such
as preferred stocks, convertible preferred stocks and convertible bonds) of small and mid-capitalization
companies in the United States.”
a. Please revise
the 80% test to clarify that the Fund will invest 80% of its net assets, plus the amount
of any borrowings for investment purposes, in common stocks and other equity-type securities.
Response:
We have updated the disclosure in the Fund’s statement of additional information (in the “Certain investment limitations
and guidelines” section) to address this comment. We believe this additional detail is appropriately disclosed in the Fund’s
statement of additional information, rather than its summary prospectus, in accordance with the Staff’s guidance on layered disclosure.
b. Please also
disclose with specificity any other equity investments (in addition to the ones already identified
in parenthesis) that the Fund may invest in as the disclosure refers to “other equity-type
securities,” and disclose any associated risks. Please also revise to remove, “such
as” before “preferred stocks, convertible preferred stocks and convertible bonds.”
Response:
We have updated the disclosure to remove this detail about other equity-type securities from the Fund’s prospectus. We confirm
that the Fund's investment in other equity-type securities is not a principal risk of investing in the Fund. However, because equity
investments may include investments in these types of securities, we believe it is appropriate to disclose as much to investors. In keeping
with the Staff’s guidance on layered disclosure, the risks of investing in other equity-type securities are described in more detail
in the Fund’s statement of additional information (in the “Description of certain securities, investment techniques and risks”
section under the heading “Securities with equity and debt characteristics”).
c. The sentence
also describes that the Fund will invest at least 80% of its assets in securities of small
and mid-cap companies in the United States. Please disclose how the Fund determines that
a company is a U.S. company for purposes of this policy.
Response:
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. In keeping with the Staff’s guidance on layered disclosure, this information is disclosed in the
Fund’s prospectus (in the third paragraph of the “Investment objective, strategies and risks” section) and the Fund’s
statement of additional information (in the “Certain investment limitation and guidelines” section under the heading “Equity securities – small and mid-capitalization issuers in the United States”).
7. This section
also states that, “The basic investment philosophy of the investment adviser is to
seek to invest in attractively valued companies that, in its opinion, represent good, long-term
investment opportunities.” Please clarify by explaining in the disclosure what the
investment adviser considers to constitute the characteristics of “good, long-term
investment opportunities.”
Response:
The Fund relies on the professional judgement of its investment adviser to make decisions about the Fund’s portfolio investments.
As disclosed in the Fund’s prospectus, The Capital SystemTM uses a system of multiple portfolio managers in managing
assets. Our investment approach is grounded in bottom-up, fundamental research and analysis, which may include meeting with company executives
and employees, suppliers, customers and competitors. General Instruction C.1 of Form N-1A notes that a prospectus should emphasize the
fund’s overall investment approach and strategy and include only as much information as is necessary to enable an average or typical
investor to understand the particular characteristics of the fund (e.g., by avoiding excessive detail, technical terminology
and complex language). The Fund is an actively managed mutual fund that utilizes complex, detailed and proprietary information to implement
its disclosed strategies and the Fund does not believe that level of detail regarding the specific weighting of factors utilized to implement
its strategies is appropriate or required by Form N-1A. Accordingly, we respectfully decline to revise the disclosure.
Principal
Risks, Page 4
8. Please consider
adding a risk factor discussing the principal risks associated with investing in a new fund
(e.g., the fund may have higher expenses, may not grow to an economically viable size, and
may cease operations and investors may be required to liquidate or transfer their investments
at a loss).
Response:
The Fund’s statutory prospectus includes the following risk disclosure captioned "Large shareholder transactions risk,”
which describes, among other things, the risks of large shareholder concentration, particularly with respect to a new fund:
Large
shareholder transactions risk — The fund may experience adverse effects when shareholders, including other funds or accounts
advised by the investment adviser, purchase or redeem, individually or in the aggregate, large amounts of shares of the fund. For example,
when the investment adviser changes allocations in other funds and accounts it manages, such changes may result in large shareholder
transactions in 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 believe
the above disclosure is responsive to the comment. In addition, we do not view this as a principal risk associated with investing in
the Fund and believe it is appropriately described as an additional risk of investing in the Fund.
Management,
Page 6
9. If applicable,
please include that the portfolio managers are jointly and primarily responsible for the
management of the Funds. See Item 5(b), Instr. 2. of Form N-1A.
Response:
We confirm that, under The Capital System, each portfolio manager is responsible for his or her own sleeve of the portfolio which
is managed separately in accordance with Fund's investment objective. We believe the current disclosure is clear.
Investment
Objective, Strategies and Risks, Pages 7-11
10. The disclosure
states, “The investment adviser may consider environmental, social and governance (“ESG”)
factors that, depending on the facts and circumstances, are material to the value of an issuer
or instrument. ESG factors may include, but are not limited to, environmental issues (e.g.,
water use, emission levels, waste, environmental remediation), social issues (e.g., human
capital, health and safety, changing customer behavior) or governance issues (e.g., board
composition, executive compensation, shareholder dilution).”
a. Please disclose
whether the investment adviser applies the criteria it uses with respect to environmental,
social or governance factors with respect to every investment it makes or only to some of
its investments.
Response:
We believe the analysis of material ESG issues as part of our fundamental research can help us understand long-term risks and opportunities
of an investment. As indicated in the disclosure, “The investment adviser may consider environmental, social and governance (‘ESG’)
factors that, depending on the facts and circumstances, are material to the value of an issuer or instrument.” We believe the current
disclosure is clear that ESG factors may be considered where such factors are material to the value of an investment.
b. Explain whether
an investment could be made in a company that scores poorly on ESG if it scores strongly
on other non-ESG factors.
Response:
We do not exclude investments solely based on ESG considerations to the extent we believe it represents a relatively attractive investment
opportunity.
c. Consider whether an ESG specific risk disclosure may be appropriate or explain supplementally why such a risk factor is not appropriate.
Response:
We have reviewed this comment and respectfully decline to supplement the disclosure at this time. We plan to review our ESG-related
disclosures in the Registration Statement based on the requirements of the U.S. Securities and Exchange Commission’s final rule
governing ESG disclosures by funds.
11. The risk
factor titled, “Investing outside the United States,” includes disclosure that
states, “[s]ecurities of issuers domiciled outside the United States or with significant
operations or revenues outside the United States, and securities tied economically to countries
outside the United States, may lose value because of adverse political, social, economic
or market developments…” Please disclose any investment strategy that gives
rise to the principal risks associated with investing outside the United States. In the alternative,
you may clarify that this risk is not a principal risk and consider moving this risk to the
SAI.
Response:
We have updated the Fund’s prospectus to remove this disclosure and confirm th