AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2020.
No. 333-147622
No. 811-22148


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 400
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 401

Invesco Actively Managed Exchange-Traded Fund Trust
(Exact Name of Registrant as Specified in Charter)
3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515
(Address of Principal Executive Office)
Registrant’s Telephone Number, including Area Code: (800) 983-0903
Anna Paglia, Esquire
3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515

With Copies to:
Alan P. Goldberg
Stradley Ronon Stevens & Young LLP
191 North Wacker Drive, Suite 1601
Chicago, Illinois 60606
Eric S. Purple
Stradley Ronon Stevens & Young LLP
2000 K Street, NW, Suite 700
Washington, DC 20006

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
EXPLANATORY NOTE: This Post-Effective Amendment No. 400 (the “Amendment”) to the Registration Statement on Form N-1A of Invesco Actively Managed Exchange-Traded Fund Trust (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Amendment consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Amendment does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Amendment shall become effective immediately upon filing with the Securities and Exchange Commission.
Invesco Actively Managed Exchange-Traded Fund Trust
PART C. OTHER INFORMATION
Item 28.    Exhibits.
Exhibit
Number
  Description
(a) (1)     Agreement and Declaration of Trust of the Registrant dated November 7, 2007. (1)
    (a)   Amendment No. 1 to the Agreement and Declaration of Trust. (11)
  (2)     Certificate of Trust. (11)
(b)       Amended and Restated By-Laws of the Registrant adopted November 7, 2008, as most recently amended June 20, 2019. (14)
(c) (1)     Declaration of Trust of the Registrant, incorporated by reference to Item (a)(1) above.
  (2)     Amended and Restated By-Laws of the Registrant, incorporated by reference to Item (b) above.
(d) (1)(a)     Amended and Restated Investment Advisory Agreement dated April 30, 2009 between the Registrant and Invesco Capital Management LLC, for unitary fee funds. (5)
    (i)   Schedule A (as of December 12, 2019) to the Amended and Restated Investment Advisory Agreement for unitary fees. (14)
  (1)(b)     Investment Advisory Agreement dated December 19, 2017 between the Registrant and Invesco Capital Management LLC, for non-unitary fee funds. (8)
    (i)   Schedule A (as of April 30, 2019) to the Investment Advisory Agreement for non-unitary fees. (14)
  (2) (a)   Amended and Restated Investment Sub-Advisory Agreement dated April 14, 2010 between Sub-Advisers and Invesco Capital Management LLC. (13)
    (b)   Acknowledgement and Waiver of Notice of Termination, dated January 14, 2015, on behalf of Invesco Australia Limited for Amended and Restated Investment Sub-Advisory Agreement. (3)
    (c)   Schedule A dated December 12, 2019 to the Amended and Restated Sub-Advisory Agreement. (14)
  (3) (a)   Excess Expense Agreement dated June 16, 2011, and as amended June 4, 2018, between the Registrant and Invesco Capital Management LLC. (11)
    (b)   Schedule A (as of April 11, 2019) to the Excess Expense Agreement. (14)
  (4)     Affiliated Fund Fee Waiver Agreement dated March 8, 2018. (8)
  (5) (a)   Memorandum of Agreement (Advisory Fee Waivers) dated April 11, 2019 between the Registrant and Invesco Capital Management LLC. (14)
    (b)   Exhibit A (as of December 12, 2019) to the Memorandum of Agreement. (14)
    (c)(1)   Management Fee Waiver Agreement dated December 19, 2017. (11)
    (c)(2)   Schedule A, dated December 12, 2018, to the Management Fee Waiver Agreement (12)
(e) (1)     Amended and Restated Master Distribution Agreement dated April 30, 2009 between the Registrant and Invesco Distributors, Inc. (6)
  (2)     Schedule A dated December 12, 2019 to the Amended and Restated Master Distribution Agreement. (14)
(f)       Not applicable.
(g) (1) (a)   Custody Agreement with Schedule I (as of September 17, 2018) between Registrant and The Bank of New York Mellon. (9)
    (b)   Schedule I (as of December 12, 2019) for Custody Agreement between Registrant and The Bank of New York Mellon. (14)

 

Exhibit
Number
  Description
  (2)     Foreign Custody Manager Agreement. (*)
(h) (1) (a)   Fund Administration and Accounting Agreement (as of September 17, 2018) between Registrant and The Bank of New York Mellon. (10)
    (b)   Amendment A to Exhibit A (as of December 12, 2019) for Fund Administration and Accounting Agreement between Registrant and The Bank of New York Mellon. (14)
  (2)     Form of Participant Agreement between Invesco Distributors, Inc. and the Participant. (6)
  (3)     Amended and Restated Transfer Agency and Service Agreement dated June 17, 2013 between Registrant and The Bank of New York Mellon. (4)
    (a)   Exhibit D (as of December 12, 2019) to the Amended and Restated Transfer Agency and Service Agreement between Registrant and The Bank of New York Mellon. (14)
  (4)     Form of Sublicense Agreement between Registrant and Invesco Capital Management LLC. (4)
  (5)     Management Services Agreement dated December 12, 2012 between Registrant and Invesco Capital Management LLC. (2)
(i)       Consent of Counsel – None.
(j) (1)     Consent of Independent Registered Public Accounting Firm. (14)
(k)       Not applicable.
(m)       Not applicable.
(n)       Not applicable.
(o)       Not applicable.
(p) (1)     Code of Ethics adopted by the Invesco Family of ETFs, Invesco investment advisers and distributor. (*)
(q) (1)     Powers of Attorney for Messrs. Bagge, Barre, Carome, Kole, Lim, Wicker and Wilson. (7)
  (2)     Powers of Attorney for Mses. Herget and Pace and Admiral Giambastiani. (*)
(1) Incorporated by reference to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A, filed on March 24, 2008.
(2) Incorporated by reference to Post-Effective Amendment No. 117 to the Trust’s Registration Statement on Form N-1A, filed on October 1, 2013.
(3) Incorporated by reference to Post-Effective Amendment No. 183 to the Trust’s Registration Statement on Form N-1A, filed on February 26, 2015.
(4) Incorporated by reference to Post-Effective Amendment No. 294 to the Trust’s Registration Statement on Form N-1A, filed on February 15, 2017.
(5) Incorporated by reference to the Trust’s Registration Statement on Form N-14, filed on November 21, 2017.
(6) Incorporated by reference to Post-Effective Amendment No. 357 to the Trust’s Registration Statement on Form N-1A, filed on February 27, 2018.
(7) Incorporated by reference to Post-Effective Amendment No. 379 to the Trust’s Registration Statement on Form N-1A, filed on June 27, 2018.
(8) Incorporated by reference to Post-Effective Amendment No. 380 to the Trust’s Registration Statement on Form N-1A, filed on September 28, 2018.
(9) Incorporated by reference to Post-Effective Amendment No. 26 to the Invesco Exchange-Traded Self-Indexed Fund Trust’s Registration Statement on Form N-1A, filed on November 21, 2018.
(10) Incorporated by reference to Post-Effective Amendment No. 272 to the Invesco Exchange-Traded Fund Trust’s Registration Statement on Form N-1A, filed on October 24, 2018.
(11) Incorporated by reference to Post-Effective Amendment No. 382 to the Trust’s Registration Statement on Form N-1A, filed on December 28, 2018.
(12) Incorporated by reference to Post-Effective Amendment No. 384 to the Trust’s Registration Statement on Form N-1A, filed on February 28, 2019.
(13) Incorporated by reference to Post-Effective Amendment No. 83 to the Trust’s Registration Statement on Form N-1A, filed on February 28, 2013.
(14) Incorporated by reference to Post-Effective Amendment No. 390 to the Trust’s Registration Statement on Form N-1A, filed on February 28, 2020.
(*) Filed herewith.

 

Item 29.    Persons Controlled by or Under Common Control with the Fund.
None.
Item 30.    Indemnification.
The Registrant (also, the “Trust”) is organized as a Delaware business trust and is operated pursuant to a Declaration of Trust, dated November 7, 2007 (the “Declaration of Trust”).
Reference is made to Article IX of the Registrant’s Declaration of Trust:
Subject to the exceptions and limitations contained in Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Further Indemnification.
Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof or a reorganization or consolidation pursuant to Section 10.2 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article IX.
Amendments and Modifications.
Without limiting the provisions of Section 11.1(b) hereof, in no event will any amendment, modification or change to the provisions of this Declaration or the By-laws adversely affect in any manner the rights of any Covered Person to (a) indemnification under Section 9.5 hereof in connection with any proceeding in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Trustee, officer or employee of the Trust or (b) any insurance payments under policies maintained by the Trust, in either case with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time such amendment, modification or change to this Declaration or the By-laws.
Item 31.    Business and Other Connections of the Investment Adviser.
Reference is made to the caption “Management of the Funds” in the Prospectus constituting Part A, which is included in this Registration Statement, and “Management” in the Statement of Additional Information constituting Part B, which is included in this Registration Statement.

 

The information as to the directors and executive officers of Invesco Capital Management LLC as set forth in Invesco Capital Management LLC’s Form ADV, as filed with the Securities and Exchange Commission on March 26, 2020, and as amended through the date hereof, is incorporated herein by reference.
The information as to the directors and executive officers of Invesco Advisers, Inc. as set forth in Invesco Advisers, Inc.’s Form ADV, as filed with the Securities and Exchange Commission on March 30, 2020, and as amended through the date hereof, is incorporated herein by reference.
Item 32.    Principal Underwriters.
(a) Invesco Distributors, Inc. serves as the principal underwriter for the following investment companies, including the Registrant, registered under the Investment Company Act of 1940, as amended:
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Senior Loan Fund
Invesco Management Trust
Short-Term Investments Trust
Invesco Actively Managed Exchange-Traded Fund Trust
Invesco Actively Managed Exchange-Traded Commodity Fund Trust
Invesco Exchange-Traded Fund Trust
Invesco Exchange-Traded Fund Trust II
Invesco India Exchange-Traded Fund Trust
Invesco Exchange-Traded Self-Indexed Fund Trust
(b) The following are the Officers and Managers of Invesco Distributors, Inc., the Registrant’s underwriter.
NAME AND PRINCIPAL
BUSINESS ADDRESS*
  POSITIONS AND OFFICES
WITH REGISTRANT
  POSITIONS AND OFFICES
WITH UNDERWRITER
Rocco Benedetto   None   Senior Vice President
Paul Blease   None   Senior Vice President
David Borrelli   None   Senior Vice President
Ken Brodsky   None   Senior Vice President
Daniel E. Draper   President & Principal Executive Officer   Senior Vice President
George Fahey   None   Senior Vice President
Jay Fortuna   None   Senior Vice President

 

NAME AND PRINCIPAL
BUSINESS ADDRESS*
  POSITIONS AND OFFICES
WITH REGISTRANT
  POSITIONS AND OFFICES
WITH UNDERWRITER
Mark W. Gregson   None   Chief Financial Officer
Trisha B. Hancock   None   Senior Vice President
Clint Harris   None   President
John Hoffman   None   Senior Vice President
Eliot Honaker   None   Senior Vice President
Brian Kiley   None   Senior Vice President
Jeffrey H. Kupor   Chief Legal Officer   Secretary
Annette Janecka Lege   None   Treasurer
Brian Levitt   None   Senior Vice President
John McDonough   None   Director & Chief Executive Officer
Peter Mintzberg   None   Senior Vice President
Kevin Neznek   None   Senior Vice President
Tony Oh   None   Senior Vice President
Adam Rochlin   None   Senior Vice President
Benjamin Stewart   None   Senior Vice President
Paul E. Temple   None   Senior Vice President
Ben Utt   None   Executive Vice President
Rohit Vohra   None   Senior Vice President
Gary K. Wendler   None   Senior Vice President, Director, Marketing Research & Analysis
Donna White   None   Senior Vice President & Chief Compliance Officer
Crissie Wisdom   Anti-Money Laundering Compliance Officer   Anti-Money Laundering Compliance Officer
John M. Zerr   None   Senior Vice President
* The principal business address for all directors and executive officers is Invesco Distributors, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
  (c) Not applicable.
Item 33.    Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are held in physical possession at the offices, as applicable, of: (1) the Registrant, (2) the Registrant’s investment adviser and (3) the Registrant’s custodian and administrator.
1. Invesco Actively Managed Exchange-Traded Fund Trust
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
2. Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
3. The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286

 

Item 34.    Management Services.
Not applicable.
Item 35.    Undertakings.
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Downers Grove and State of Illinois, on the 24th day of April, 2020.
Invesco Actively Managed Exchange-Traded Fund Trust
By: /s/ Daniel E. Draper
  Daniel E. Draper
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the dates indicated.
SIGNATURE   TITLE   DATE
/s/ Daniel E. Draper   President   April 24, 2020
Daniel E. Draper        
/s/ Kelli Gallegos   Treasurer   April 24, 2020
Kelli Gallegos        
/s/ Anna Paglia   Secretary   April 24, 2020
Anna Paglia        
*/s/ Ronn R. Bagge   Vice Chairman and Trustee   April 24, 2020
Ronn R. Bagge        
*/s/ Todd J. Barre   Trustee   April 24, 2020
Todd J. Barre        
*/s/ Kevin M. Carome   Trustee   April 24, 2020
Kevin M. Carome        
**/s/ Edmund P. Giambastiani, Jr.   Trustee   April 24, 2020
Edmund P. Giambastiani, Jr.        
**/s/ Victoria J. Herget   Trustee   April 24, 2020
Victoria J. Herget        
*/s/ Marc M. Kole   Trustee   April 24, 2020
Marc M. Kole        
*/s/ Yung Bong Lim   Trustee   April 24, 2020
Yung Bong Lim        
**/s/ Joanne Pace   Trustee   April 24, 2020
Joanne Pace        
*/s/ Gary R. Wicker   Trustee   April 24, 2020
Gary R. Wicker        
*/s/ Donald H. Wilson   Chairman and Trustee   April 24, 2020
Donald H. Wilson        

 

SIGNATURE   TITLE   DATE
*By: /s/ Anna Paglia       April 24, 2020
Anna Paglia        
Attorney-In-Fact        
** Anna Paglia signs pursuant to powers of attorney filed herewith.

 

Exhibit Index
(g)(2) Foreign Custody Manager Agreement.
(p)(1) Code of Ethics adopted by Invesco family of ETFs, Invesco investment advisers and distributor.
(q)(2) Powers of Attorney for Mses. Herget and Pace and Admiral Giambastiani.
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