Aim Tax Exempt Funds CORRESPCorrespondence with SEC

For each of the Funds listed on Exhibit B, a Fund may, from time to time, operate as diversified based on the composition of such Fund’s underlying index.  The compliance department of the ETF Registrants’ adviser monitors the diversification status of each Fund on a daily basis.  Certain of these Funds have operated as diversified for a continuous three-year period, and as a result (and

subsequent to the date of the Fund’s annual report), the classification status of such Funds has been changed to diversified. That change has been disclosed to shareholders via a supplement to the Fund’s registration statement.  The current diversification status of each Fund is listed on Exhibit B.  For each Fund that has operated in a diversified manner continuously for a three-year period, we confirm that the Fund would seek shareholder approval prior to changing its operating status back to non-diversified, unless the Fund could rely on the no-action letter issued to Stradley Ronon Stevens & Young, LLP on June 24, 2019.  We also confirm that the Funds listed as non-diversified on Exhibit B continue to qualify as non-diversified.

The Registrant confirms that certain column headers (specifically, the net expense ratio and net investment income ratio headers) of the Financial Highlights table are transposed.  The Registrant undertook an assessment to determine whether an amendment to the N-CSR is necessary and believes that such amendment is not necessary.  In arriving at that conclusion, the Registrant considered both quantitative and qualitative factors, including that (i) all fiscal year 2020 ratios were correctly reported in the October 31, 2020 annual report and it was only prior fiscal year end ratios impacted by the transposition; (ii) the transposition resulted in the Fund’s net expense ratios and net investment income ratios for certain prior fiscal years appearing worse than they actually were (not better); (iii) all shareholder reports for Invesco Emerging Markets Local Debt Fund issued prior to the October 31, 2020 annual report accurately presented all figures in the Financial Highlights; (iv) the semi-annual report dated April 30, 2021 accurately presents all figures in the Financial Highlights; (v) the transposed numbers, covering the period between May 31, 2016 to October 31, 2019, are approaching two years old; and (vi) the prospectus, which currently reflects the transposed information, will be amended to reflect the correct presentation.  Based on all of the foregoing, the Registrant concluded the information is not material and amending the N-CSR would incur additional expense without providing any real additional value.

The ETF Registrant confirms that the Fund’s holding of primarily money market funds plus other assets at the fiscal year end was due to the application of the Fund’s investment strategy, as the Fund sought to reposition its portfolio away from equity holdings during a period of greater volatility, in accordance with the rebalancing of the S&P 500^® Dynamic VEQTOR Index.  The Fund respectfully notes that the Management’s Discussion of Fund Performance in the annual report states the following regarding such positioning:

 

 

The ETF Registrant further notes that the Fund’s summary prospectus discloses that the Fund will invest in short-term, high quality U.S. Treasury Securities, money market instruments, cash, and cash equivalent securities “to protect the Fund during periods of heightened volatility when the Adviser believes that it is in the best interest of the Fund to do so.”  Although the allocation to primarily money market funds was not done as a defensive positioning strategy, the ETF Registrant also notes that its statutory prospectus (which is incorporated by reference into the summary prospectus) discloses that the Fund may take such temporary defensive positions under the bolded heading “Temporary Defensive Strategies.”

 

The Registrant confirms that IRC 751 recapture provisions were considered in connection with the determination of the Funds’ NAV.

The Registrants confirm their belief that the Funds have complied with Section 19(a) of the Investment Company Act of 1940, as amended, as applicable, based on and consistent with the adviser’s internal procedures concerning compliance with Section 19(a), which procedures it believes are appropriate and reasonable.

The ETF Registrant confirms that fees waived for Invesco BulletShares 2023 Municipal Bond ETF are not subject to recoupment and also that the Fund did not recoup any previously waived expenses during the period. The ETF Registrant notes that the response to Item C.8.c. is correct, and that the response to Item C.8.d. should be “no” and that the incorrect box for that item was inadvertently checked.