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Correspondence 0000051931-24-001025 from Capital Group Equity ETF Trust I (CIK 0002034928)

Capital Group Equity ETF Trust I (CIK 0002034928)
Date: Nov. 8, 2024 · CIK: 0002034928 · Accession: 0000051931-24-001025

AI Filing Summary & Sentiment

File numbers found in text: 333-281924, 811-24000

Date
November 8, 2024
Author
Not clearly detected
Form
CORRESP
Company
Capital Group Equity ETF Trust I (CIK 0002034928)

Letter

Division of Investment Management Washington, D.C. 20549-3628 Re: Capital Group U.S. Small and Mid Cap ETF (“US SMID”) Initial Registration Statement on Form N-1A File Nos. 333-281924, 811-24000

Dear Ms. Im-Tang:

In response to your comment letter, dated September 30, 2024, to the initial registration statement on Form N-1A (the “Registration Statement”) of Capital Group Equity ETF Trust I, which includes as its sole series, 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 Capital Group Equity ETF Trust I will file a fidelity bond under Form 40-17G.

3. Please provide the principal trading market (exchange) for the Fund.

Response: The principal trading market (exchange) for the Fund is NYSE Arca, Inc.

Prospectus

Fees and Expenses, Page 1

4. Please confirm that there are no fee waiver/reimbursement arrangements.

Response: We supplementally confirm that there are no fee waiver or reimbursement arrangements.

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, Instruction 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 2

6. The first sentence of the first paragraph states that, “Under normal market conditions, the fund invests at least 80% of its net assets in common stocks and other equity-type securities of small and mid-capitalization companies in the United States.” Please disclose with specificity any other equity investments that the Fund may invest in as the disclosure refers to “other equity-type securities,” and disclose any associated risks.

Response: We have updated the disclosure to specify the other equity investments of the Fund. In addition, 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”).

7. Please disclose what instruments will be held principally as part of the Fund’s 20% basket of securities.

Response: As amended and described in the section entitled “Principal investment strategies”, “[u]nder normal market conditions, the fund invests at least 80% of its net assets in common stocks and other equity-type securities (including preferred stock, convertible securities and hybrid securities) of small and mid-capitalization companies in the United States” (emphasis added). We believe the disclosure clearly identifies the principal investment strategies of the Fund as required by Form N-1A.

Principal Risks, Pages 3-4

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.

9. If applicable, please consider adding risk factor for investing in growth-oriented stocks, that growth-oriented common stocks and other equity type securities (such as preferred stocks) may involve larger price swings and greater potential for loss than other types of investments.

Response: It is not a principal investment strategy of the Fund to invest in growth-oriented stocks. It is a principal investment strategy of the Fund to invest in equity securities of small and mid-capitalization companies in the United States and we believe the principal risks of such investments are sufficiently described in the risk factor entitled “Investing in small and mid-capitalization companies.”

10. Please disclose the risk that an active trading market for shares of the ETF may not develop or be maintained. Please also note that in times of market stress, market makers or authorized participants may step away from their respective roles in making a market in shares of the ETF and in executing purchase or redemption orders, and that this could in turn lead to wider bid/ask spreads and variances between the market price of the ETF’s shares and the underlying value of those shares.

Response: Please refer to the following excerpts from the existing risk disclosures in the summary prospectus:

“Market trading — The existence of significant market volatility, disruptions to creations and redemptions, or potential lack of an active trading market for fund shares and/or for the holdings of the fund (including through a trading halt), among other factors, may result in the shares trading significantly above (at a premium) or below (at a discount) to NAV and bid-ask spreads may widen” (emphasis added).

“Authorized Participant concentration — Only Authorized Participants may engage in creation or redemption transactions directly with the fund, and none of them is obligated to do so. The fund has a limited number of institutions that may act as Authorized Participants. If Authorized Participants exit the business or are unable to or elect not to engage in creation or redemption transactions, and no other Authorized Participant engages in such function, fund shares may trade at a premium or discount to NAV and/or at wider intraday bid-ask spreads and possibly face trading halts or delisting” (emphasis added).

In addition, in keeping with the Staff’s guidance on layered disclosure, the risk factor captioned “Market trading” additionally provides in the statutory prospectus that:

“While the fund shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares will develop or be maintained by market makers or Authorized Participants, or that the fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market.”

We believe the existing disclosures noted above are adequate and that no additional disclosure is required at this time.

11. Please disclose that, in stressed market conditions, the market for an ETF’s shares may become less liquid in response to deteriorating liquidity in the markets for the ETF’s underlying portfolio holdings. Please also note that this adverse effect on liquidity for the ETF’s shares in turn could lead to wider bid/ask spreads and differences between the market price of the ETF’s shares and the underlying value of those shares.

Response: Please see our response to Comment 10 above.

Investment Objective, Strategies and Risks, Pages 8-15

12. On page 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.

13. On page 12, under the risk titled, ”Market trading,” the first paragraph discloses that, “While the fund shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares will develop or be maintained by market makers or Authorized Participants, or that the fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. Trading in shares on the exchange may be halted due to market conditions or for reasons that, in the view of the exchange make trading in the fund shares inadvisable.” Please consider including this description under the risk, “Market Trading,” in the Principal Risks section as well (pages 3-4).

Response: Please see our response to Comment 10 above.

Show Raw Text
CORRESP
1
filename1.htm

    The
    Capital Group Companies, Inc.

    333 South Hope Street

    Los Angeles, California 90071-1406

November 8, 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: 	                      
   Capital Group U.S. Small and Mid Cap ETF (“US SMID”)

Initial
Registration Statement on Form N-1A

File
Nos. 333-281924, 811-24000

Dear Ms. Im-Tang:

In response to
your comment letter, dated September 30, 2024, to the initial registration statement on Form N-1A (the “Registration Statement”)
of Capital Group Equity ETF Trust I, which includes as its sole series, 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 Capital Group Equity ETF Trust I will file a fidelity bond under Form 40-17G.

 3. Please provide
                                            the principal trading market (exchange) for the Fund.

Response:
The principal trading market (exchange) for the Fund is NYSE Arca, Inc.

Prospectus

Fees and
Expenses, Page 1

4.
Please confirm that there are no fee waiver/reimbursement arrangements.

Response:
We supplementally confirm that there are no fee waiver or reimbursement arrangements.

 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, Instruction
                                            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 2

 6. The first
                                            sentence of the first paragraph states that, “Under normal market conditions, the fund
                                            invests at least 80% of its net assets in common stocks and other equity-type securities
                                            of small and mid-capitalization companies in the United States.” Please disclose with
                                            specificity any other equity investments that the Fund may invest in as the disclosure refers
                                            to “other equity-type securities,” and disclose any associated risks.

Response:
We have updated the disclosure to specify the other equity investments of the Fund. In addition, 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”).

 7. Please disclose
                                            what instruments will be held principally as part of the Fund’s 20% basket of securities.

Response:
As amended and described in the section entitled “Principal investment strategies”, “[u]nder normal market conditions,
the fund invests at least 80% of its net assets in common stocks and other equity-type securities (including preferred stock,
convertible securities and hybrid securities) of small and mid-capitalization companies in the United States” (emphasis added).
We believe the disclosure clearly identifies the principal investment strategies of the Fund as required by Form N-1A.

Principal
Risks, Pages 3-4

 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.

 9. If applicable,
                                            please consider adding risk factor for investing in growth-oriented stocks, that growth-oriented
                                            common stocks and other equity type securities (such as preferred stocks) may involve larger
                                            price swings and greater potential for loss than other types of investments.

Response:
It is not a principal investment strategy of the Fund to invest in growth-oriented stocks. It is a principal investment strategy
of the Fund to invest in equity securities of small and mid-capitalization companies in the United States and we believe the principal
risks of such investments are sufficiently described in the risk factor entitled “Investing in small and mid-capitalization companies.”

 10. Please disclose
                                            the risk that an active trading market for shares of the ETF may not develop or be maintained.
                                            Please also note that in times of market stress, market makers or authorized participants
                                            may step away from their respective roles in making a market in shares of the ETF and in
                                            executing purchase or redemption orders, and that this could in turn lead to wider bid/ask
                                            spreads and variances between the market price of the ETF’s shares and the underlying
                                            value of those shares.

Response:
Please refer to the following excerpts from the existing risk disclosures in the summary prospectus:

“Market
trading — The existence of significant market volatility, disruptions to creations and redemptions, or potential lack of
an active trading market for fund shares and/or for the holdings of the fund (including through a trading halt), among other factors,
may result in the shares trading significantly above (at a premium) or below (at a discount) to NAV and bid-ask spreads may widen”
(emphasis added).

“Authorized
Participant concentration — Only Authorized Participants may engage in creation or redemption transactions directly with the
fund, and none of them is obligated to do so. The fund has a limited number of institutions that may act as Authorized Participants.
If Authorized Participants exit the business or are unable to or elect not to engage in creation or redemption transactions, and no
other Authorized Participant engages in such function, fund shares may trade at a premium or discount to NAV and/or at wider intraday
bid-ask spreads and possibly face trading halts or delisting” (emphasis added).

In addition,
in keeping with the Staff’s guidance on layered disclosure, the risk factor captioned “Market trading” additionally
provides in the statutory prospectus that:

“While
the fund shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares will develop
or be maintained by market makers or Authorized Participants, or that the fund’s shares will continue to meet the requirements
for listing or trading on any exchange or in any market.”

We believe
the existing disclosures noted above are adequate and that no additional disclosure is required at this time.

 11. Please disclose
                                            that, in stressed market conditions, the market for an ETF’s shares may become less
                                            liquid in response to deteriorating liquidity in the markets for the ETF’s underlying
                                            portfolio holdings. Please also note that this adverse effect on liquidity for the ETF’s
                                            shares in turn could lead to wider bid/ask spreads and differences between the market price
                                            of the ETF’s shares and the underlying value of those shares.

Response:
Please see our response to Comment 10 above.

Investment
Objective, Strategies and Risks, Pages 8-15

 12. On page
                                            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.

 13. On page
                                            12, under the risk titled, ”Market trading,” the first paragraph discloses that,
                                            “While the fund shares are listed for trading on an exchange, there can be no assurance
                                            that an active trading market for such shares will develop or be maintained by market makers
                                            or Authorized Participants, or that the fund’s shares will continue to meet the requirements
                                            for listing or trading on any exchange or in any market. Trading in shares on the exchange
                                            may be halted due to market conditions or for reasons that, in the view of the exchange make
                                            trading in the fund shares inadvisable.” Please consider including this description
                                            under the risk, “Market Trading,” in the Principal Risks section as well (pages
                                            3-4).

Response:
Please see our response to Comment 10 above.