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          Stradley Ronon Stevens & Young, LLP

          2005 Market Street

          Suite 2600

          Philadelphia, PA  19103

          Telephone  215.564.8000

          Fax  215.564.8120

          www.stradley.com

  Kenneth L. Greenberg

  kgreenberg@stradley.com

  215.564.8149

  July 8, 2021

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Investment Management

  100 F Street, N.E.

  Washington, D.C.  20549-9303

  Attention:  Ms. Jaea Hahn

          Re:

          Invesco Dynamic Credit Opportunity Fund (the “Registrant” or “Acquiring Fund”)

          File No. 333-256541

  Dear Ms. Hahn:

  On behalf of the Registrant, below is the Registrant’s response to the comment conveyed telephonically by you on June
    30, 2021 to Registrant’s counsel with regard to Rule 14a-4(a)(3)1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and unbundling proxy proposals in the Registrant’s registration statement on Form N-14 8C (the
    “Registration Statement”) relating to the proposed reorganization (the “Reorganization”) of the Invesco Dynamic Credit Opportunities Fund (the “Target Fund”) into Invesco Dynamic Credit Opportunity Fund.

  Below we have provided your comment and the Registrant’s response to the comment.  Capitalized terms not otherwise
    defined in this letter have the meanings assigned to the terms in the Registration Statement.

  Comment:

  The Registrant’s combined proxy statement/prospectus in the section titled “COMPARISON OF ORGANIZATION, STRUCTURE AND
    GOVERNANCE OF THE FUNDS- Right to Vote” discusses certain differences in the Declarations of Trust of the Target Fund and the Acquiring Fund.  One difference noted is that the

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          Rule 14a-4(a)(3) under the 1934 Act requires that the form of proxy “identify clearly and impartially each separate matter to be acted upon, whether or not related to or conditioned on the approval of other matters.”

    Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL

    A Pennsylvania Limited Liability Partnership

  Target Fund’s Declaration of Trust (Section 9.3) requires a shareholder vote
    on transactions like reorganizations, mergers, conversions and consolidations (collectively, “Reorganization Transactions”) but the Acquiring Fund’s Declaration of Trust (Section 9.4) does not require a shareholder vote on such Reorganization
    Transactions.  You requested that an additional proposal be added to the combined proxy statement/prospectus that would have shareholders approve Section 9.4 of the Acquiring Fund’s Declaration of Trust (the “Declaration of Trust Proposal”).  In
    suggesting the need to add the Declaration of Trust Proposal, you referenced SEC staff guidance regarding unbundling of proxy proposals- Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations, Fifth Supplement,
    September 2004- Applying the Unbundling Rule When a New Acquisition Vehicle is Used (the “September 2004 CF Unbundling Guidance”)2 and  IM Guidance Update February 2014- Unbundling of Proxy Proposals (the “February 2014 IM Unbundling
    Guidance” and, together with the September 2004 CF Unbundling Guidance, the “Unbundling Guidance”).

  In a subsequent e-mail, you further noted that the Acquiring Fund’s Declaration of Trust limits the forum in which
    shareholder disputes may be brought to Delaware and further provides that investors waive the right to a jury trial (the “Forum Selection/Jury Trial Waiver Provisions”).  You requested that if the Target Fund’s Declaration of Trust permits the Trustees
    to unilaterally change these provisions, please point out such language in the Declaration of Trust in your response letter.  If not, please explain why such matters would not be considered material changes that substantively affect shareholder rights
    and describe these changes in the Registration Statement and add proposals to seek shareholder approval to permit the changes.

  Response:

    Reorganization Transactions.  The Registrant respectfully disagrees with
      the Staff’s conclusion that the Unbundling Guidance requires disaggregation of the Reorganization proposal from the Declaration of Trust Proposal for three principal reasons: (1) the Reorganization proposal and the Declaration of Trust Proposal are
      not “separate matters to be acted upon,” as described in Rule 14a-4 under the 1934 Act and related guidance; (2) disaggregating the Reorganization proposal and the Declaration of Trust Proposal could confuse shareholders and potentially lead to an
      irreconcilable impediment to consummating the Reorganization; and (3) the Staff has not required the disaggregation of reorganization proposals and proposals relating to governing document changes in recent shareholder proxies by other fund
      complexes.3  Each of these reasons is explained below in more detail.

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          The Registrant notes that the September 2004 CF Unbundling Guidance applies to operating companies not investment companies.

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          In addition, the Registrant believes that the February 2014 IM Unbundling Guidance pertains to situations in which a company intends to seek shareholder approval for multiple material changes to its charter and is therefore inapplicable to
            the Reorganization because shareholder approval is not being sought for changes to a charter but instead to approve receiving shares of the Acquiring Fund in exchange for shares of the Target Fund.

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        (1)

          The Reorganization proposal and the Declaration of Trust Proposal are not “separate matters to be acted upon,” as described in Rule 14a-4 under the 1934 Act.

  In interpreting Rule 14a-4, the SEC’s Division of Corporate Finance stated that “multiple matters that are
    so ‘inextricably intertwined’ as to effectively constitute a single matter need not be unbundled.”4  When the shareholders of the Target Fund vote to approve the Reorganization, however, they are being asked to accept a new
    security as a whole (i.e., shares of beneficial interest of the Acquiring Fund) in exchange for their current Target Fund shares. The Acquiring Fund is a separate entity which has already been organized as a
    Delaware statutory trust, and its Declaration of Trust and By-Laws have been approved by its Board of Trustees and initial shareholder. As such, it is not possible for a Target Fund shareholder to approve the Reorganization and also avoid certain
    particular features of the Acquiring Fund. The terms of the Acquiring Fund’s Declaration of Trust are an essential feature that are inextricably intertwined with, and cannot be separated from, the Acquiring Fund’s shares.  As a result, consistent with
    the January 2014 CF Unbundling Guidance, the Registrant is not required to “unbundle” for a separate shareholder vote any material differences in the terms of the Declarations of Trust of the Target Fund and the Acquiring Fund.

  In addition, the Division of Investment Management’s long-time position has been “in accordance with Rule
    14a-4 under the 1934 Act5 that a matter should be voted upon separately if the Investment Company Act of 1940 [the “1940 Act”)], state law or a fund’s organizational documents (charter, bylaws) require a matter under consideration to be
    submitted to shareholders.”6 With respect to the present transaction, the only matter required to be submitted to shareholders under the 1940 Act, state law or the Target Fund’s Declaration of Trust is the Reorganization.

  From the 1940 Act perspective, the Reorganization will constitute a “merger” under Rule 17a-87 of

    the 1940 Act and has been structured to comply with the provisions of the Rule. One of the requirements of Rule 17a-8 is that “participation in the merger” is approved by the vote of a majority of the outstanding voting securities of the Target Fund.
    Rule 17a-8 on its face contemplates seeking shareholder approval of a single proposal and does not specify any terms other than the Reorganization that would need to be approved by shareholders in order to rely on the Rule.  In fact, Rule 17a-8
    contemplates that there may be material differences between the fundamental policies and advisory contracts of the target and acquiring funds on which shareholders would vote in a single proposal, even though outside of a reorganization, such changes
    would each require separate shareholder approval. Accordingly, the Registrant

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          See January 24, 2014 Compliance and Disclosure Interpretation Question 101.01 (the “January 2014 CF Unbundling Guidance”), regarding Rule 14a-4(a)(3) under the 1934 Act.

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          Rule 14a-4(b)(1) requires that the form of proxy provide separate boxes for shareholders to choose between approval, disapproval or abstention “with respect to each separate matter referred to therein as intended to be acted upon.”

        6

          See the February 2014 IM Unbundling Guidance.

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          Rule 17a-8(b)(1) broadly defines a “merger” to mean “the merger, consolidation, or purchase or sale of substantially all of the assets between a registered investment company (or a series thereof) and another company.”

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  maintains that the only matter required to be submitted to shareholders under the 1940 Act, in accordance with Rule 17a-8, is
    the Reorganization.

  From the perspective of the Delaware Statutory Trust Act (“DSTA”) and the Target Fund’s
    Declaration of Trust, Section 3806(b)(4) of the DSTA merely provides that:

    A governing instrument may contain any provision relating to the management of the business and affairs of the
      statutory trust, and the rights, duties and obligations of the trustees, beneficial owners and other persons, which is not contrary to any provision or requirement of this subchapter and, without limitation: … (4) May grant to (or withhold from) all
      or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups or series of the trustees or beneficial owners, on any matter,
      such voting being on a per capita, number, financial interest, class, group, series or any other basis.

    With regard to voting, Section 9.3 of the Target Fund’s Declaration of Trust provides:

  Pursuant to an agreement of merger or consolidation, the Board of Trustees may cause the Trust or any of its
    subsidiaries to merge or consolidate with or into one or more statutory trusts or “other business entities” (as defined in Section 3801 of the Delaware Act) formed or organized or existing under the laws of the State of Delaware or any other state of
    the United States or any foreign country or other foreign jurisdiction. Any such merger or consolidation shall require approval by vote of the Board of Trustees followed by approval of the Shareholders as set forth in Section 9.1.8

    Thus, under state law and the Target Fund's organizational documents, shareholders of the Target Fund have the
      right to vote on the Reorganization.  However, neither state law nor the Target Fund’s Declaration of Trust require a separate vote on the Acquiring Fund’s Declaration of Trust nor do they give shareholders of the Target Fund the right to vote on
      matters affecting the Acquiring Fund, a fund of which they are not yet a shareholder.

    The Registrant notes that the combined proxy statement/prospectus already contains disclosure about the material
      differences between the Declaration of Trust of the Target Fund and the Declaration of Trust of the Acquiring Fund that is necessary for shareholders

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          Section 9.1 of the Declaration of Trust requires: “Notwithstanding any other provision of this Agreement to the contrary and subject to the exceptions provided in this Article IX, each of the transactions described in this Article IX shall
            require the approval of the Board of Trustees followed by the affirmative vote of the holders of not less than 75% of the outstanding Shares unless such transaction has been previously approved by the affirmative vote of at least two-thirds (66
            2/3%) of the Board of Trustees, in which case an affirmative Majority Shareholder Vote shall be required. Such affirmative vote shall be in addition to the vote or consent of Shareholders otherwise required by law or by the terms of any class
            of Preferred Shares, whether now or hereafter authorized, or any agreement between the Trust and any national securities exchange.”

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    of the Target Fund to make an informed decision about whether to approve or disapprove the Reorganization as a whole, including
      consideration of aspects of the Acquiring Fund’s Declaration of Trust that are different from the Target Fund’s Declaration of Trust.

        (2)

          Disaggregating the Reorganization proposal and the Declaration of Trust Proposal could confuse shareholders and potentially lead to an irreconcilable impediment to consummating the Reorganization.

  Shareholders may be confused by unbundling the Declaration of Trust Proposal from the
    Reorganization proposal because, as described above, shareholders are being asked to approve a “merger” with an affiliated closed-end investment company.  Like most mergers, the resulting company will have both similarities and differences from the
    target company.  Here, the principal differences relate to the Acquiring Fund operating as a Rule 23c-3 interval fund and the resulting changes to a shareholder’s right to purchase and sell shares directly from the Fund at net asset value as opposed to
    transacting at a market price on a stock exchange.  The differences in the Declarations of Trust of the Target Fund and Acquiring Fund are not the principal drivers of the Reorganization.9  The Registrant believes that adding the Declaration
    of Trust Proposal would place a spotlight on only one of several differences between the Funds, which could confuse shareholders about the nature of the  principal differences between the shares they are being asked to accept in the “merger” and the
    Target Fund shares that they currently own.

  Even worse, adding the separate Declaration of Trust Proposal to the combined proxy
    statement/prospectus could result in an irreconcilable impediment to consummating the Reorganization.  Specifically, if shareholders approve the Reorganization but do not approve a separate proposal regarding the Reorganization Transactions section of
    the Declaration of Trust, the Reorganization could not proceed despite having received approval of both the Board of Trustees (including the Independent Trustees) and shareholders.  This result would frustrate the intent of the Reorganization proposal
    and potentially result in a costly re-solicitation of shareholders or the abandonment of the Reorganization.10

  The Registrant believes that any concerns regarding the differences in the Reorganization Transactions section
    of the Declaration of Trust can be addressed by additional disclosure highlighting the ability of the Acquiring Fund to enter into a Reorganization Transactions without the need for shareholder approval.  Shareholders of the Target Fund will have the
    opportunity to make an informed decision about whether to approve or disapprove

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          The Reorganization Transactions provision in the Declarations of Trust of the Acquiring Fund was intentionally aligned with the equivalent provision in the Declaration of Trust of the open-end funds and other closed-end interval fund in the
            Invesco Funds Complex, as both the Acquiring Fund and Invesco open-end/closed-end interval funds are continuo