Invesco Funds, December 9, 2020

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

December 9, 2020

Via Email

Eric S. Purple
Stradley Ronon Stevens & Young, LLP
epurple@stradley.com

Re: Invesco Actively Managed Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Commodity Fund Trust
Request for Exemptive Relief from Rule 14e-5

Dear Mr. Purple:

We are responding to your letter dated December 7, 2020, addressed to Ted Yu and Christina Chalk. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy. Unless otherwise noted, capitalized terms have the same meaning as in your letter.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 14e-5. Our grant of exemptive relief is conditioned upon the following:

• no purchases of subject securities or related securities made by broker-dealers acting as dealer-managers of a tender offer will be effected for the purposes of facilitating a tender offer;
• any purchases of a portfolio security by a dealer-manager during a tender offer will be effected as adjustments to a basket of securities in the ordinary course of business as a result of changes in the composition of a Fund’s portfolio;
  and
• except for the relief specifically granted herein, any broker-dealer acting as a dealer-manager of a tender offer will comply with Exchange Act Rule 14e-5.

This exemption is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further,this response does not express any legal conclusion on the question presented or any views on any other questions that the transaction may raise.