SecProbe.io

CORRESP
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filename1.htm

[Chapman
and Cutler LLP Letterhead]

July
12, 2024

VIA
EDGAR CORRESPONDENCE

Kimberly
Browning

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Innovator
  ETFs Trust

  File Nos. 333-146827; 811-22135

Dear
Ms. Browning

This
letter responds to your additional comments, provided by telephone regarding the registration statement filed on Form N-1A for Innovator
ETFs Trust (the “Trust” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
on April 12, 2024 (the “Registration Statement”). The Registration Statement relates to the Innovator Hedged Growth-100
ETF (the “Fund”), a series of the Trust. The Fund’s name has been changed to “Innovator Hedged Nadaq-100
ETF.” Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

Comment
1 – General

The
staff of the Commission (the “Staff”) reminds the Fund and its management that they are responsible for the accuracy
and adequacy of the disclosures, notwithstanding any review, comments, action, or absence of action by the Staff. Where a comment is
made in one location, it is applicable to all similar disclosures appearing elsewhere in the Registration Statement. Please ensure that
corresponding changes are made to all similar disclosure. Please provide responses to all of the Staff’s comments on EDGAR at least
five business days before the effective date of the Fund.

Response
to Comment 1

The
Registrant confirms that corresponding changes made in response to the Staff’s comments have been made to any similar disclosure
throughout the Registration Statements and that the Registrant will provide the Staff with a response letter in the form of correspondence
at least five business days before effectiveness.

Comment
2 – Investment Objective

The
Staff notes the “Investment Objective” states that the Fund seeks to provide “a measure of downside protection.”
Please harmonize the “Investment Objective” and the “Principal Investment Strategies” which uses the terms “hedged”
and “level.”

Response
to Comment 2

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
3 – Principal Investment Strategies

The
Staff notes the sub-heading “Nasdaq-100 Portfolio” in the “Principal Investment Strategies.” Please add “capital
appreciation” to the sub-heading and to sub-section (i) of the “Principal Investment Strategies” to tie the disclosure
to the Fund’s investment objective.

Response
to Comment 3

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
4 – Principal Investment Strategies

The
Staff notes the “Large Capitalization Companies Risk.” Please add a nexus to make clear that the Fund will be exposed to
large-capitalization companies from the Fund’s investment in the Nadaq-100 Portfolio.

Response
to Comment 4

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
5 – Principal Investment Strategies

Please
supplementally confirm to the Staff that, from its investment in the Nasdaq-100 Portfolio, the Fund does not have its own self-imposed
modified market capitalization-weighted adjustments.

Response
to Comment 5

The
Registrant confirms the Fund does not modify its Nasdaq-100 Portfolio investments pursuant to market capitalization-weighted adjustments.

    - 2 -

Comment
6 – Principal Investment Strategies

The
Staff note the disclosure states, “Through the Nasdaq-100 Portfolio, the Fund seeks to have full exposure to the returns of the
Nasdaq-100, subject to the Fund’s hedging strategy and corresponding return on potential upside limitations described below.”
Please explain how the term “potential” is not misleading or delete the disclosure. Please also bold the “upside limitations”
disclosure to make more prominent.

Response
to Comment 6

The
term “potential” in the above-referenced disclosure had been removed. The upside limitations concept has been bolded to make
the disclosure more prominent.

Comment
7 – Principal Investment Strategies

The
Staff notes the following disclosure was removed from the Registration Statement:

However,
the Sub-Adviser will seek to adjust the Fund’s investment weightings of the securities in the Equity Portfolio so as to provide
the Fund investment returns that are substantially similar to the Nasdaq-100 to invest in a manner that achieves a high degree of correlation
with the performance of the Nasdaq-100.

Please
confirm the Fund will not achieve a high degree of correlation to the Nasdaq-100 or add the above-referenced disclosure back into the
Registration Statement. Please clarify that the Fund is replicating the Nasdaq-100.

Response
to Comment 7

The
Registrant confirms the Fund seeks returns substantially similar to the Nasdaq-100. The above-referenced disclosure has been added to
the Registration Statement, as reflected in Exhibit A.

Comment
8 – Principal Investment Strategies

In
the sub-section entitled “Options Portfolio Hedging Strategy,” please make more prominent the concept that the Options Portfolio
is a sought after hedging strategy over the duration of a 3-month period. Please further explain the interplay between the market value
of the Options Portfolio and the net asset value (“NAV”) of the Fund and the timing when an investor purchases shares
of the Fund.

Response
to Comment 8

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
9 – Principal Investment Strategies

The
Staff notes the disclosure states, “The Options Portfolio is designed to provide a measure of hedged downside protection by protecting
the Fund from Nasdaq-100 losses of between 5% and 15% over the duration of the Options Portfolio of approximately three months.”
Please clarify that it is the Underlying ETF losses (not the Nasdaq-100) for the hedged downside protection. Please also include a cross-reference
to later disclosure. Finally, please change the “Fund” to “investor.”

Response
to Comment 9

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 3 -

Comment
10 – Principal Investment Strategies

When
discussing the Options Portfolio periods, please indicate the actual 3-month time period or provide a definition of the “Options
Portfolio Period.”

Response
to Comment 10

The
Registrant has included a definition for “Options Portfolio Period.”

Comment
11 – Principal Investment Strategies

Please
use “Nasdaq-100 Portfolio” losses consistently instead of “Nasdaq-100” losses.

Response
to Comment 11

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
12 – Principal Investment Strategies

In
sub-paragraph (i) of the sub-section “Options Portfolio,” please make clear that the Options Portfolios have differing expiration
dates as well as the strike price.

Response
to Comment 12

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
13 – Principal Investment Strategies

Please
consistently use the phrase “sought-after” when describing the hedged downside protection.

Response
to Comment 13

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
14 – Principal Investment Strategies

The
Staff notes the disclosure states, “The sold call options will also limit the Fund’s upside exposure to increases in the
Nasdaq-100 beyond the strike price of the sold call option contract.” Please bold this sentence to make more prominent.

Response
to Comment 14

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 4 -

Comment
15 – Principal Investment Strategies

The
Staff notes the disclosure states, “As further described below, the sought-after hedged downside protection of 5% to 15% of Underlying
ETF losses will be employed for each three-month Options Portfolio and such protection may only be realized by investors who continuously
hold Shares from the commencement of the approximately three-month Options Portfolio period until its conclusion.” Please bold
this sentence to make more prominent.

Response
to Comment 15

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
16 – Principal Investment Strategies

The
Staff notes the disclosure states, “Additionally, the sought-after hedged protection is not guaranteed and is provided prior to
taking into account the Fund’s annual management fee of 0.79%, transaction fees and any extraordinary expenses incurred by the
Fund.” Please bold this sentence to make more prominent.

Response
to Comment 16

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
17 – Principal Investment Strategies

Please
consider starting a new paragraph before the disclosure states, “The Fund finances…”

Response
to Comment 17

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
18 – Principal Investment Strategies

Please
harmonize the Fund’s concentration policy in the Prospectus with the Fund’s fundamental policy #7 in the Statement of Additional
Information.

Response
to Comment 18

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
19 – Principal Risks

In
the preamble to the section entitled “Principal Risks,” please add disclosure that the Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.

Response
to Comment 19

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 5 -

Comment
20 – Principal Risks

In
the “Hedging Strategy Risk,” please make prominent that the Fund is designed to produce the sought-after hedged protection
on the last day of the Options Portfolio period (i.e., not during the period).

Response
to Comment 20

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
21 – Principal Risks

The
Staff notes the “Hedging Strategy Risk” states, “In doing so, there is no guarantee that the Fund will be successful
in implementing its strategy to provide hedged market exposure.” Please bold this sentence to make more prominent.

Response
to Comment 21

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
22 – Principal Risks

Please
add the concept to the “Principal Investment Strategies” section and the “Hedging Strategy Risk” that the sought-after
hedged downside protection of 5-15% of Underlying ETF losses is provided prior to management fee and expenses.

Response
to Comment 22

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
23 – Principal Risks

In
the “Hedging Strategy Risk,” if accurate, please add that an investor can lose their entire investment and an investment
in the Fund is only appropriate if an investor is willing to bear the entirety of such loss.

Response
to Comment 23

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 6 -

Comment
24 – Principal Risks

Please
add an Underlying ETF risk.

Response
to Comment 24

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
25 – Principal Risks

Please
enhance the “Options Contracts Risk” in Item 9 to clarify whether the options are covered or uncovered and discuss the specific
risks attendant to the call and put options.

Response
to Comment 25

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
26 – Principal Risks

In
the first sentence of the “Upside Participation Risk,” please add the concept that the upside potential of the Fund is limited.

Response
to Comment 26

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
27 – Principal Risks

In
the “Correlation Risk,” please remove the concept of a “floor.”

Response
to Comment 27

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
28 – Principal Risks

Please
make the “Management Risk” more prominent by moving the risk earlier in the “Principal Risks” section.

Response
to Comment 28

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

    - 7 -

Comment
29 – Principal Risks

The
Staff notes the “Hedging Strategy Risk” in the section entitled, “Additional Risks of Investing in the Fund”
states, “The Fund does not provide principal protection or non-principal protection, and an investor may experience significant
losses on its investment, including the loss of its entire investment.” Please bold this sentence to make more prominent.

Response
to Comment 29

The
disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment
30 – Principal Risks

The
Staff notes the Registrant’s response to Comment 15 in its correspondence dated June 7, 2024. Please supplementally explain to
the Staff the allocation between the Fund’s Nasdaq-100 Portfolio and Options Portfolio.

Response
to Comment 30

The
Registrant notes the Fund does not anticipate having a specific allocation to the Equity Portfolio and Options Portfolio. The Fund will
invest all of its assets in a portfolio of common stocks representative of the Nasdaq-100 to provide long exposure. The Fund will additionally
purchase and sell put option contracts to provide the level of downside hedged protection. The Registrant notes the Fund receives premiums
from writing put and call options that pay for the purchased put options, effectively netting the costs of the Fund’s options package.
As disclosed in the Registration Statement, the sold call options will also limit the Fund’s upside exposure to increases in the
Nasdaq-100 beyond the strike price of the sold call option contract.

Comment
31 – Principal Risks

In
the “Tax Risk,” please include the risks attendant to the Fund and the Fund’s shareholders if the “straddle”
rules are breached.

Response
to Comment 31

The
Registrant has included a cross-reference to “Treatment of the Fund’s Option Contracts” for additional information
relating to the application of the “straddle” rules, as the Registrant believes this is the most appropriate location for
investor comprehension.

    - 8 -

Comment
32 – Additional Information About the Fund’s Principal Investment Strategies

The
Staff notes the Registrant’s response to Comment 22 in its correspondence dated June 7, 2024. If the Fund has an investment strategy
to overweight or underweight a particular security, please revise the disclosure to clarify how the Fund makes the determination to overweight
or underweight a particular security.

Response
to Comment 32

The
Registrant notes that through representative sampling, the Fund is not expected to include each of the common stocks of the companies
that comprise the Nasdaq-100. However, to provide investment returns that are substantially similar to the Nasdaq-100 as a whole, the
Fund may overweight or underweight a particular security. The Registrant notes that the Fund is not overweighting or underweighting securities
to achieve more alpha (i.e., to achieve returns in excess of the returns experienced by the Nasdaq-100). The Registration Statement has
been revised to clarify this concept, as reflected in Exhibit A.

Comment
33 – Additional Information About the Fund’s Principal Investment Strategies

The
Staff reiterates its prior Comment 36 in the Registrant’s correspondence dated June 7, 2024: B