We have revised the disclosure in accordance with the Staff’s request. The amended disclosure is set forth below:

The Underlying Index seeks to measure the performance of a portfolio of U.S. dollar-denominated investment grade corporate bonds with maturities or, in some cases, “effective maturities” in the year 2031 (collectively, “2031 Bonds”). Certain bonds in which the Fund may invest may contain embedded call options. An embedded call option means that the bond’s issuer has the right to redeem a bond prior to its designated maturity date. Accordingly, the effective maturity date of a bond reflects an assessment of when that bond is likely to be called by the issuer, or in the alternate, the bond’s stated maturity date (if it is not called by the issuer). Effective maturity is an assessment of a bond’s likely call date or maturity (if not called by the issuer). With respect to establishing the effective maturity of a bond, the effective maturity is the actual year of maturity (i) if no embedded issuer call option exists for a bond; (ii) if a bond contains an embedded issuer call option, with the first call date within 13 months of maturity and a par call price; and (iii) unless the yield to next call date is less than the yield to maturity, in which case the bond’s effective maturity is deemed to be the year of the next call date.

We expect that the Fund may have minimal investment in UK bonds and, as such, may have commensurate exposure to Brexit-related risks. Therefore, we have added the following Brexit-related risk disclosure to the “Investment Strategies and Risks” section of the SAI:

Investments in the United Kingdom. Invesco BulletShares 2031 Corporate Bond ETF and Invesco BulletShares 2029 High Yield Corporate Bond ETF may invest in bonds of United Kingdom (“UK”) issuers. In June 2016, the UK voted in a referendum to leave the European Union (“EU”). The withdrawal of the UK from the EU, or “Brexit,” may have significant political and financial consequences for Eurozone markets, including greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in the UK and the EU. The withdrawal agreement entered into between the UK and the EU came into force on January 31, 2020, at which time the UK ceased to be a member of the EU. Following a transition period that ended on December 31, 2020 (during which the UK negotiated its future relationship with the EU) the EU UK Trade and Cooperation Agreement, a bilateral trade and cooperation deal governing the future relationship between the UK and the EU, provisionally went into effect at the start of 2021. While the full impact of Brexit is unknown, Brexit has already resulted in significant volatility in European and global financial markets and uncertainty about the integrity and functioning of the EU, both of which may persist for an extended period of time. Any such market disruption in the EU and globally may have a negative effect on the value of a Fund’s investments. Additionally, the risks related to Brexit could be more pronounced if one or more additional EU member states seek to leave the EU.

We appreciate receiving the Staff’s views on these points. As to the first request (regarding prospectus disclosure about potential reimbursement of the Trust for the costs and expenses incurred in reviewing the demand request), we note that we have added the following disclosure regarding shareholder derivative actions to the Funds’ SAI in the section titled “Additional Information Concerning the Trust”:

The Declaration provides a detailed process for the bringing of derivative actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to a Fund or its shareholders as a result of spurious shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by the complaining shareholder must first be made on the Trustees. The Declaration details various information, certifications, undertakings and acknowledgements that must be included in the demand. Following receipt of the demand, the Trustees have a period of 90 days, which may be extended by an additional 60 days, to consider the demand. If a majority of the Trustees who are considered independent for the purposes of considering the demand determine that maintaining the suit would not be in the best interests of a Fund, the Trustees are required to reject the demand and the complaining shareholder may not proceed with the derivative action unless the shareholder is able to sustain the burden of proof to a court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Funds. Trustees are not considered to have a personal financial interest by virtue of being compensated for their services as Trustees.

If a demand is rejected, the complaining shareholder will be responsible for the costs and expenses (including attorneys’ fees) incurred by a Fund in connection with the consideration of the demand, if a court determines that the demand was made without reasonable cause or for an improper purpose. If a derivative action is brought in violation of the Trust’s Declaration, the shareholders bringing the action may be responsible for a Fund’s costs, including attorneys’ fees. The Declaration further provides that each Fund shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Fund is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates.

We believe this placement in the SAI of disclosure regarding the demand requirements is appropriate. We are unaware of any line-item requirement of Form N-1A that would require disclosure of this information anywhere in either in the prospectus or the SAI. The placement of this additional disclosure is consistent with General Instruction C.3.(b) to Form N-1A, which states that a Fund “may include...information in the prospectus or the SAI that is not otherwise required...so long as the information is not incomplete, inaccurate, or misleading and does not, because of its nature, quantity, or manner of presentation, obscure or impede understanding of the information that is required to be included.” We believe the information as currently drafted and located is not incomplete, inaccurate or misleading. In addition, we do not believe that the “nature, quantity, or manner of presentation” of such disclosure obscures or impedes understanding of the information that is required to be included in the SAI. As a result, and in the absence of information indicating the contrary, we believe its placement is most appropriate for the registration statement.

We have considered the Staff’s second request, regarding inclusion of a statement in the disclosure that certain provisions imposed by the Declaration of Trust do not apply to derivative claims arising under the federal securities laws. We respectfully decline to accept the Staff’s comment, because – absent any binding legal authority that support’s the Staff’s position – it is not clear to us that such position is a correct statement of the law in this instance.

As a preliminary matter, we believe (and the Staff has not indicated a contrary view) that the demand requirements, including the cost-shifting provisions, are permissible under the Delaware Statutory Trust Act. Under established U.S. Supreme Court precedent, the procedural provisions of state law related to bringing derivative actions involving the 1940 Act are controlling, as long as such position is not “inconsistent with the policies underlying” the 1940 Act. (See Burks v. Lasker, 441 U.S. 471, 479 (1979) (stating that the 1940 Act and the Investment Advisers Act of 1940 “do not require that federal law displace state laws governing the powers of directors unless the state laws permit action prohibited by the Acts, or unless “their application would be inconsistent with the federal policy underlying the cause of action ... .”)(citations omitted); see also Kamen v. Kemper Fin. Svcs., Inc., 500 U.S. 90, 107 (1991) (demand

requirement under state law applicable to derivative cause of action under the 1940 Act).

The purpose of the demand requirements, including the cost-shifting provisions, in the Trust’s Declaration of Trust are intended to achieve a number of goals, each of which is consistent with the 1940 Act. First, derivative actions relate to the Funds’ legal rights, not those of shareholders, and the demand requirements are put in place to ensure that the Trust’s Board is in a position to determine whether a Fund should pursue litigation on its own behalf. (The Court in Burks specifically noted this important role of the investment company’s independent directors acting as “independent watchdogs” of the fund.) Second, the cost-shifting provisions seek to protect investors from the very real costs that a meritless derivative suit, or a derivative suit brought outside of appropriate controls, can impose on fund assets, which is protective to the Funds and thus to shareholders interests in the Funds. In our view, protecting shareholder assets against meritless claims is very much “fully consistent with the policies” underlying the 1940 Act. Finally, the 1940 Act was intended to protect against overreaching by the Adviser. See section 1(b) of the 1940 Act. No such adviser overreaching is possible in this instance because (i) any determination of the merits of a claim are made by the Board, and a majority of the trustees are independent trustees consistent with Rule 0-1 under the 1940 Act, and (ii) the only way that cost-shifting can occur under the provisions of the Declaration of Trust is if a court of law approves the cost shifting. (See section 9.8(f) of the Trust’s Declaration of Trust: “A Complaining Shareholder whose demand is rejected pursuant to [the Declaration of Trust] shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust... for the costs and expenses (including attorneys’ fees) incurred by the Trust... in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust... in connection with the action shall be borne by the Shareholders who commenced the action.”)(emphasis added).

In light of the existence of this established Supreme Court precedent, and in light of the fact that the cost-shifting provisions of the Trust’s Declaration of Trust are consistent with the provisions of the 1940 Act, we respectfully disagree with the Staff’s assertion that the reimbursement provisions imposed by the Declaration of Trust do not apply to derivative claims arising under the federal securities laws.

Anita De Frank

Counsel