SecProbe.io

CORRESP
1
filename1.htm

          Stradley Ronon Stevens & Young, LLP

          2005 Market Street, Suite 2600

          Philadelphia, PA 19103

          Telephone  215.564.8000

          Fax  215.564.8120

          www.stradley.com

  J. Stephen Feinour, Jr.

  (215) 564-8521

  jfeinourjr@stradley.com

  March 13, 2024

  Filed via EDGAR

  Ms. Rebecca Ament Marquigny

  U.S. Securities and Exchange Commission

  100 F Street, NE

  Washington, DC 20549

             Subject:

            AIM ETF Products Trust (the “Trust”)

            (File Nos. 811-23504; 333-235734)

  Dear Ms. Marquigny:

  On behalf of the Trust, below are the Trust’s responses to the comments you provided with regard to Post-Effective Amendment No. 23 (the “Amendment”) to the Trust’s registration statement on Form N-1A, filed with the U.S.
    Securities and Exchange Commission (the “SEC”) on January 8, 2024 under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Securities Act of 1933, as amended (the “1933 Act”).  The Amendment was filed in order to register the
    following new series of the Trust: AllianzIM U.S. Equity Buffer15 Uncapped Jan ETF, AllianzIM U.S. Equity Buffer15 Uncapped Feb ETF, AllianzIM U.S. Equity Buffer15 Uncapped Mar ETF, AllianzIM U.S. Equity Buffer15 Uncapped Apr ETF, AllianzIM U.S. Equity
    Buffer15 Uncapped May ETF, AllianzIM U.S. Equity Buffer15 Uncapped Jun ETF, AllianzIM U.S. Equity Buffer15 Uncapped Jul ETF, AllianzIM U.S. Equity Buffer15 Uncapped Aug ETF, AllianzIM U.S. Equity Buffer15 Uncapped Sep ETF, AllianzIM U.S. Equity
    Buffer15 Uncapped Oct ETF, AllianzIM U.S. Equity Buffer15 Uncapped Nov ETF, and AllianzIM U.S. Equity Buffer15 Uncapped Dec ETF (collectively, the “Funds”).

  Below we have provided your comments and the Trust’s responses.  Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Amendment.

        1.

            Comment: With respect to the Fund name, the
              staff believes that the term “uncapped” indicates that, unlike other products, there is uncapped potential for upside participation. However, upside participation does not begin until the Underlying ETF has achieved a certain level of returns
              (represented by the Spread) and the Fund will underperform the Underlying ETF by the amount of the Spread, even before taking into account Fund fees and expenses. Accordingly, please use a different naming convention that indicates each
              Fund’s uncapped earning potential only applies to performance above the Spread. In addition, please revise the disclosure throughout the registration statement to more clearly explain the purpose and impact of the Spread feature from

            a design and product returns prospective.

  Response: The Trust believes that the use of “uncapped” in the Fund’s name accurately reflects the Fund’s
    strategy to provide uncapped positive returns in excess of the Spread, particularly as distinguished from other defined (or buffered) outcome ETFs (including other series of the Trust such as the AllianzIM U.S. Large Cap Buffer10 and Buffer20 ETFs)
    that are designed to provide returns for an outcome period up to a stated cap.  In response to this comment, the Trust has added clarifying disclosure to the prospectus with respect to the meaning of “uncapped” in the context of the Fund’s strategy and
    in contrast to other defined outcome funds that have a cap on positive returns. As such, the use of “uncapped” in the Fund’s name is not misleading or deceptive and is therefore consistent with the requirements of Section 35(d) of the 1940 Act.  The
    Trust also notes that there is precedent for the use of this naming convention by the Innovator Uncapped Accelerated U.S. Equity ETF, which also seeks to provide uncapped returns that exceed a threshold.  In addition, the Trust has revised the
    registration statement to more clearly explain the purpose and impact of the Spread feature from a design and product returns prospective, as requested.

        2.

          Comment: Please revise the disclosure on the cover page to explain in plain English: (i) what the Fund is designed to do, including the impact of the Spread in various market conditions; (ii) the
            types of instruments the Fund uses to attempt to achieve the outcomes; (iii) that the Fund is exposed to losses once the Buffer is breached.

  Response: In response to this comment the Trust has revised disclosure on the cover
    page to ensure that the above-cited concepts are addressed in plain English.

        3.

          Comment: In the first bullet on the cover page, please revise this language to clarify what “positive market environments” means. Additionally, at the end of the sentence, please revise as follows:
            “…providing a Buffer against the first 15% of Underlying ETF losses.”

  Response: The Trust has revised the disclosure to clarify what “positive market
    environments” means, as follows:

  The Fund seeks to provide, at the end of the current Outcome Period, returns that track the share price returns of the Underlying ETF that are in excess of the Spread in positive market environments (i.e., where Underlying ETF returns are positive and are greater than the Spread), while providing a Buffer against the first 15% of Underlying ETF losses.

  The Trust has also revised the above-cited sentence as requested.

        4.

          Comment: In the third bullet point on the cover page discussing the Spread, please explain what the Spread represents, such as foregone upside performance, or the opportunity cost in return for the loss protection.

  Response: The Trust has revised the above-cited disclosure as follows:

  Spread: The Fund seeks to provide returns that track the share price returns of the Underlying ETF that are in excess of the Spread of [   ]% in positive
    market environments prior to taking into account any fees or expenses charged to the Fund. When the Fund’s annualized management fee of [   ]% of the Fund’s average daily net assets is taken into account, the Spread is [   ]%. This means that an investor will not

  participate in the initial [  ]% of the gains of the share price returns of the Underlying ETF (measured from the beginning of the Outcome Period) and will
        participate in gains only to the extent and in the amount that the Underlying ETF’s share price returns exceed the Spread, measured at the conclusion of such Outcome Period. The Fund is uncapped, meaning that if the Spread is exceeded, there is no
        limit on the return of the Fund. The Spread represents the opportunity cost (i.e., the upside performance a shareholder forgoes) in return for the downside protection provided by the Buffer.

        5.

          Comment: In the fourth bullet on the cover page, if the net effect of accounting for Fund fees and expenses is to reduce the Buffer to a specific amount, please state that more clearly. In addition,
            if there are other expenses not covered by the unitary management fee that could further reduce the Buffer, please also add disclosure to that effect. In such case, please supplementally clarify in your response the amount of the other expenses
            and describe their impact under relevant circumstances.

  Response: The Trust notes that the current disclosure in the fourth bullet
    provides, “When the Fund’s annualized management fee of 0.74% of the Fund’s average daily net assets is taken into account, the buffer is reduced to [  ]%.” (emphasis added) The Trust believes the
    emphasized language clearly conveys to investors that the net effect of Fund fees and expenses is to reduce the buffer to the amount shown and accordingly believes no further revisions to this bullet are needed. As disclosed in the prospectus, the Fund
    operates under a unitary management fee structure whereby the Adviser pays the ordinary operating expenses of the Fund, except for certain excluded items (such as non-routine or extraordinary expenses).  The Trust has added disclosure discussing the
    impact of other expenses not covered by the unitary management fee on the Buffer and Spread.  Given the nature of such other expenses that would fall outside of the unitary management fee, the Trust is unable to speculate on such amounts.

        6.

          Comment: In the seventh bullet on the cover page, please also state, if accurate, that the outcomes that the Fund seeks to provide and the benefit of the Buffer are reduced by the Fund’s annualized
            management fee. Please clarify that brokerage commissions, trading fees, taxes, non-routine or extraordinary expenses not included in the unitary management fee will reduce the benefits tied to the Spread and Buffer construction.

  Response: The Trust has revised the disclosure accordingly:

  The outcomes that the Fund seeks to provide do not include the costs associated with purchasing shares of the Fund and
        fees or expenses charged to the Fundor the Fund’s annualized management fee. The Spread will be further increased and the Buffer will
        be further reduced by brokerage commissions, trading fees, taxes and non-routine or extraordinary expenses not included in the Fund’s unitary management fee.

        7.

          Comment: Please add a bullet to the cover page indicating that the outcomes may only be achieved if an investor holds shares for the entire Outcome Period.

  Response: The Trust has revised the disclosure accordingly.

         8.

          Comment: Please revise the investment objective to state that the Spread and Buffer will be reduced after taking into account management fees and expenses.

  Response: The Trust notes that the investment objective currently reflects that the stated Spread and Buffer are
    before Fund fees and expenses, and believes this language adequately conveys to investors that the Spread and Buffer will change after taking such fees and expenses into account.

        9.

          Comment: In the first paragraph under Principal Investment Strategies, please more clearly identify the Spread as the upside participation an investor forgoes in order to receive protection in the
            form of the Buffer.

  Response: The Trust has added the following disclosure:

  The Spread represents the opportunity cost (i.e., the upside performance a shareholder forgoes) in return for the downside protection provided by the Buffer.

        10.

          Comment: In the first paragraph under Principal Investment Strategies, please clarify whether the buffer applies to the first 15% of Underlying ETF losses during the Outcome Period or for the life of
            the Fund.

  Response: The Trust has revised the disclosure accordingly:

  The Fund pursues a buffered strategy that seeks to provide returns that track the share price returns of the SPDR® S&P 500® ETF Trust (the “Underlying ETF”) (i.e.,
    the market price returns of the Underlying ETF), at the end of a specified one-year period, from April 1 to March 31, as described below (the “Outcome Period”), subject to a “Spread,” and to provide downside protection with a buffer against the first
    15% of Underlying ETF losses for the Outcome Period (the “Buffer”).

        11.

          Comment: In the second paragraph under Principal Investment Strategies, please add disclosure indicating that the Fund may purchase and sell a combination of call and put options contracts.

  Response: The Trust has revised the disclosure accordingly.

        12.

          Comment: In the last sentence of the fourth paragraph under Principal Investment Strategies describing the Underlying Index, please also disclose the Underlying Index’s material sector exposures as of
            that date.

  Response: The Trust has revised the disclosure accordingly.

        13.

          Comment: The first sentence of the fifth paragraph under Principal Investment Strategies states, “The Spread represents the minimum return the Underlying ETF’s share price must achieve in positive
            market environments before the Fund participates in any returns.” Please revise this to “…before the Fund participates in positive returns.”

  Response: The Trust has revised the disclosure as follows:

  The Spread represents the minimum return the Underlying ETF’s share price must achieve in positive market environments before the Fund participates in any positive returns, as measured at the end of the Outcome Period (i.e., the Spread must be exceeded at
        the end of the Outcome Period for the Fund to participate in any

  positive returns).

        14.

          Comment: The fifth paragraph under Principal Investment Strategies describes the Spread after taking into account the Fund’s annualized management fee. Please add analogous language describing the
            impact of Fund fees and expenses on the Buffer and the calculation of the Fund’s positive returns.

  Response: The Trust has revised the disclosure accordingly:

  When the Fund’s annualized management fee of 0.74% of the Fund’s average daily net assets is taken into account, the Spread is [   ]%. The Buffer is 15.00% prior to taking into account any fees or expenses charged to the
    Fund. When the Fund's annualized management fee of 0.74% of the Fund's average daily net assets is taken into account, the Buffer is reduced to [  ]%.

  . . .

  The Fund’s return will be reduced by the Fund’s unitary management fee and further reduced by brokerage commissions, trading fees, taxes and non-routine or extraordinary
    expenses not included in the Fund’s unitary management fee.

        15.

          Comment: The penultimate sentence of the fifth paragraph under Principal Investment Strategies states, “There is no guarantee, and it is unlikely, that the Spread will remain the same after the end of
            the Outcome Period.” Please revise this to “…after the end of each Outcome Period.”

  Response: The Trust has revised the disclosure accordingly.

        16.

          Comment: The third bullet at the bottom of page 2 of the prospectus states that the Fund is designed to compensate for the first 15% of losses if the Underlying ETF’s share price has decreased as of
            the end of the Outcome Period. Please explicitly state the feature or characteristic of the Fund’s design that compensates for these losses.

  Response: The Trust has revised the disclosure accordingly:

  If the Underlying ETF’s share price has decreased as of the end of the Outcome Period, the combination of FLEX Options held by the Fund is designed to compensate for
    the first 15% of losses experienced by the Underlying ETF’s share price.

        17.

          Comment: With respect to the line graph on page 3 of the prospectus, please provide an additional callout image or inset to enlarge the positive returns between 0% and the Spread amount to highlight
            the positive performance that investors will not experience.

  Response: In response to this comment the Trust has modified the line graph to more clearly illustrate the
    positive performance that investors will not experience.

        18.

          Comment: For the line graph and bar chart on page 3 of the prospectus, please add positive values on both the x- and y-axes.

  Response: The Trust believes that the line graph and bar chart adequately convey to investors the relationship
    between the positive performance of the underlying reference asset and the positive performance that the Fund is designed to achieve, including that the Fund’s performance will always be

  lower than that of the reference asset, and that adding positive values to both the x- and y-axes does not serve to enhance investor understanding of the strategy (rather, doing so would serve to make such graph/chart less reader-friendly). The