SecProbe.io

CORRESP
1
filename1.htm

[Chapman
and Cutler LLP Letterhead]

January 24, 2025

VIA EDGAR CORRESPONDENCE

Eileen Smiley

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. Smiley:

This letter responds to your
comments, provided by telephone regarding the registration statements filed on Form N-1A for Innovator ETFs® Trust
(the “Trust” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”)
on November 22, 2024 (each, a “Registration Statement” and collectively, the “Registration Statements”).
The Registration Statements relate to the Innovator Bitcoin 10 Buffer ETF™ – Quarterly (a “Fund” or the
“Buffer Bitcoin ETF”) and Innovator Uncapped Bitcoin 20 Floor ETF® – Quarterly (a “Fund”
or the “Uncapped Bitcoin ETF”, and collectively with the Buffer Bitcoin ETF, the “Funds”), each
a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the applicable
Registration Statement. References to a “Fund” and to changes to be made to a Fund’s Registration Statement shall be
deemed to refer to each Fund unless otherwise stated below.

Comment 1 – General

The staff of the Commission
(the “Staff”) reminds the Funds and their 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 Statements. 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 each Fund.

Response to Comment 1

The Registrant acknowledges
the Staff’s comment and confirms that corresponding changes made in response to the Staff’s comments have been made to any
similar disclosure throughout the Registration Statements. Further, the Registrant will provide the Staff with a response letter in the
form of correspondence at least five business days before effectiveness. Where the Registration Statement for each Fund has been revised
in accordance with the Staff’s comment, such revisions will be reflected in the revised Registration Statement provided to the Staff
via supplemental correspondence.

Comment 2 – General

The Staff notes that certain
information is blank in the Registration Statements. Please ensure that all the disclosures are updated and please provide the Staff with
completed drafts as soon as possible, but at least five business days prior to the date of effectiveness of each Registration Statement.
The Staff requests confirmation that each Fund’s next filing will consist of a full registration statement, including all exhibits.

Response to Comment 2

The Registrant confirms that
it will endeavor to provide the Staff with completed drafts via supplemental correspondence at least five business days prior to the date
of effectiveness of the Registration Statement. The Registrant further confirms that it will submit a full registration statement in the
next filing for each Fund.

Comment 3 – General

To
the extend a comment provided for a Fund is applicable to the other Fund, please make the revisions to the other Fund as well. Please
indicate in the comment response letter whether revisions in response to a comment were made to both Funds and if not, which Fund’s
disclosures were revised in response to the comment.

Response to Comment 3

The
Registrant confirms it has addressed the Staff’s comments across both Registration Statements, as applicable, and has indicated
where certain revisions have not been made with respect to both Funds.

Comment 4 – Uncapped Bitcoin
ETF

Please
remove “Uncapped” from the name of the Uncapped Bitcoin ETF, as investors will only participate in a percentage of the price
increase of bitcoin.

Response
to Comment 4

The
Fund respectfully declines to remove “Uncapped” from the name of the Uncapped Bitcoin ETF. The Fund believes the term “Uncapped”
is not misleading because, unlike other defined outcome funds, the Fund’s returns are not limited to a finite positive return via
an upside cap, but rather participate in a portion of all of the positive returns of bitcoin. The Fund notes that while it will produce
returns that are less than the returns of bitcoin, such returns are not limited and do not have an upside cap. In this regard, the Fund
is similar to the AllianzIM U.S. Equity Buffer 15 Uncapped [Month] ETFs. Those funds underperform the reference asset by the “Spread”
similar to how the Fund underperforms the reference asset to the extent of the “Participation Rate”, however use the term
“Uncapped” in their name. The Fund has revised its prospectus to clarify the meaning of “Uncapped” in the Fund’s
name in the context of the Fund’s strategy, and contrast it to other defined outcome funds that impose an upside cap. As such, the
Fund believes 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.

    - 2 -

Comment 5 – Front Cover Page

In
the first bullet point of the summary section in the Fund’s prospectus front cover page, please add an accurate description of all
fees outside of the management fee that could influence the Fund’s buffer and cap, or floor, as applicable, including but not limited
to, brokerage commissions, trading fees and taxes, and other extraordinary expenses not included in the Fund’s management fee. Please
add the same description to the similar disclosure included to the other sections of the prospectus.

Response to Comment 5

Each Fund’s prospectus
has been revised in accordance with the Staff’s comment.

Comment 6 – Front Cover Page

The
Staff notes the following disclosure: “The Fund provides investment exposure to the price return of bitcoin by investing in instruments
that reference one or more exchange-traded products that hold bitcoin directly (“Bitcoin ETPs”).” Please revise
to include the word “derivatives” before the word “instruments”.

Response to Comment 6

Each Fund’s prospectus
has been revised to specify that the Fund invests in FLEX Options.

Comment 7 – Front Cover Page

The
Staff requests the following disclosure be moved from the third bullet point of the Front Cover to the end of the first bullet point:
“There is no guarantee that the Outcomes for an Outcome Period will be realized.”

Response to Comment 7

The Funds respectfully decline
the Staff’s comment. The cover page has been revised and the referenced disclosure is included where the Fund discusses the Outcomes
and Outcome Period initially.

    - 3 -

Comment 8 – Front Cover Page

The
Staff notes each Fund’s disclosure that the Bitcoin ETP’s reflect the price of bitcoin at various points in the prospectus.
Please revise, as applicable, to clarify that the Bitcoin ETPs will reflect the price performance of bitcoin after deduction of the Bitcoin
ETPs’ expenses.

Response to Comment 8

Each
Fund’s prospectus has been revised in accordance with the Staff’s comment.

Comment 9 – Front Cover Page

The
Staff requests that each Fund add an accurate description of all fees outside of the management fee that could influence the Fund’s
buffer and cap, or floor, as applicable, including but not limited too, as applicable, brokerage commissions, trading fees and taxes,
and other extraordinary expenses not included in the Fund’s management fee. Please add the same description to the similar disclosure
included to the other sections of the prospectus.

Response to Comment 9

Each Fund’s prospectus
has been revised in accordance with the Staff’s comment.

Comment 10 – Front Cover Page

The
Staff notes the disclosure in each Fund’s prospectus that provides investment in the Subsidiary cannot exceed 25% of the Fund’s
assets at the quarter-end. Please add disclosure regarding how the other portion of the Fund’s assets (e.g. 75%) will be invested.

Response
to Comment 10

Each Fund’s prospectus
has been revised in accordance with the Staff’s comment.

Comment 11 – Front Cover Page
— Uncapped Bitcoin ETF

The
Staff requests the Fund add a more explicit statement to its front cover page that in exchange for the downside protection provided by
the Floor, the Fund will only participate in a portion of bitcoin’s gains in order to fund the downside protection.

Response to Comment 11

The Fund’s prospectus
has been revised in accordance with the Staff’s comment.

    - 4 -

Comment 12 – Front Cover Page
— Uncapped Bitcoin ETF

The
Staff requests the Fund add disclosure explaining that because the Fund is designed to achieve Outcomes that change for each three-month
Outcome Period, the Outcomes that are achieved by the Fund for a three-month Outcome Period will be different than the Outcomes achieved
by the Fund over multiple Outcome Periods to the third bullet point of the cover page.

Response to Comment 12

The Fund’s prospectus
has been revised in accordance with the Staff’s comment.

Comment 13 – Front Cover Page
— Uncapped Bitcoin ETF

Please
supplementally explain and disclose the Uncapped Bitcoin ETF’s anticipated Participation Rate in the gains of the Bitcoin Price.
Also please supplementally explain the possible range of the Participation Rate and whether the Participation Rate could go to down to
zero.

Response to Comment 13

The
prospectus has been revised to disclose that the Participation Rate could be substantially lower or higher than the current Participation
Rate disclosed for the current Outcome Period and that it is dependent on market conditions at the onset of the Outcome Period. However,
the Fund respectfully declines to disclose a range of Participation Rates and commits to updating the Participation Rate in similar fashion
to each other of its defined outcome funds (i.e., a range filed with the Commission a week before the conclusion of the Outcome Period,
and revised materials disclosing the new Participation Rate at the onset of the new Outcome Period).

Comment 14 – Front Cover Page

Please
consider adding a numerical example regarding how the Uncapped Bitcoin ETF’s management fee impacts the Fund’s Participation
Rate.

Response to Comment 14

The
Fund respectfully declines to add a numerical example, as the management fee cannot be reduced from a Participation Rate. The Participation
Rate covers the amount of positive returns of bitcoin the Fund will experience. Rather, the management fee is on Fund’s assets,
not a percentage of participation in upside returns. The Fund believes that the disclosure sufficiently explains that the Participation
Rate will be affected by fees and that any additional disclosure reducing the Participation Rate by the management fee would be misleading
or confusing to investors.

    - 5 -

Comment 15 – Front Cover Page
— Uncapped Bitcoin ETF

The
Staff requests the Fund revise the following disclosure: “While the Fund participates in only a percentage of the positive price
returns of the Bitcoin Price, such returns are not limited.” Please revise any other instances of such disclosure in the prospectus
as well.

Response to Comment 15

The
Fund’s prospectus has been revised in accordance with the Staff’s comment.

Comment 16 – Investment Objective
— Uncapped Bitcoin ETF’

Please
add the Participation Rate to the investment objective disclosure of the Uncapped Bitcoin ETF or otherwise explain why it is appropriate
to disclose the maximum loss of any bitcoin price return losses while not providing the maximum of any positive bitcoin price returns.

Response to Comment 16

The
Fund respectfully declines to add the Participation Rate to its investment objective disclosure. The investment objective sufficiently
covers the Fund’s objective and strategies and the Participation Rate changes from Outcome Period to Outcome Period. The Fund does
not believe that the presentation, which clearly provides that the Fund seeks investment results that “participate in a percentage
of any positive returns”, is misleading simply by stating the static amount of maximum loss (i.e., 20%) the Fund may incur
over the Outcome Period.

Comment 17 – Fee Table

Please provide the Staff a
completed fee table at least 10 days prior to the effectiveness of each Registration Statement.

Response to Comment 17

The Registrant confirms it
will endeavor to provide the completed the fee table of each Fund 10 days prior to the effectiveness of the Registration Statement.

Comment 18 – Principal Investment
Strategies

Please
disclose that the 80% policy of the Fund is based on the notional amount of the options and swaps that reference the Bitcoin ETPs.

Response
to Comment 18

The
prospectus for each Fund has been revised in accordance with the Staff’s comment.

    - 6 -

Comment 19 – Principal Investment
Strategies and Risks — Uncapped Bitcoin ETF

The
Staff notes that the disclosures in the Uncapped Bitcoin ETF’s Principal Investment Strategies provide more emphasis on the Outcomes,
Participation Rate and Floor, versus the mechanics of the options and/or the swaps strategy. In an appropriate part of the prospectus:
(i) please provide a more consolidated and concise explanation of the options and swaps strategy, ideally in a dedicated section of the
prospectus; (ii) please provide visual aids, such as a chart or diagram that illustrate how the FLEX Options, call options and put options,
and swaps interact to achieve the Participation Rate and the Floor; (iii) please provide more detail on the mechanics of the options or
swaps strategy, such as how the strike prices are chosen and adjusted during the Outcome Period; (iv) while the prospectus mentions risks
related to FLEX Options and swaps in general, please provide enhanced disclosure about the risks associated with actively managing the
options strategy and/or swaps strategy; (v) please disclose the specific market conditions that would lead to a very low Participation
Rate, including the possibility of the Rate going to zero and please provide the ranges; and (vi) please provide more information on how
the Participation Rate is determined, including specific factors or models, or what governs such determination.

Response
to Comment 19

The prospectus for the Uncapped
Bitcoin ETF has been revised to provide more specificity regarding the Fund’s holdings and mechanics. Please also note that the
Fund no longer intends to use swap agreements to provide the Outcomes and will only invest in FLEX Options and U.S. Treasuries, as described
in the revised prospectus. The Fund respectfully declines to disclose the specific market conditions that would lead to a very low Participation
Rate, however, the Fund has included disclosure that the Participation Rate may be significantly lower in future Outcome Periods.

Comment 20 – Principal Investment
Strategies — Uncapped Bitcoin ETF

Please
supplementally explain to the Staff how the options and swaps strategy for the Uncapped Bitcoin ETF will differ from the strategy utilized
for the Innovator Uncapped Accelerated U.S. Equity ETF, which provides no downside protection but uses a similar participation rate rather
than a cap.

Response
to Comment 20

The
portfolios for the Uncapped Bitcoin ETF and Innovator Uncapped Accelerated U.S. Equity ETF are significantly different. As reflected in
the revised prospectus, the Uncapped Bitcoin ETF invests approximately 80% of its assets in U.S. Treasuries to provide the Floor, and
to provide the upside to the price of bitcoin invests in a long call FLEX Option with an 80% strike price. To help fund this upside exposure,
the Fund sells an at-the-money call FLEX Option that limits the upside potential of the Fund and produces the Participation Rate. In contrast,
the Innovator Uncapped Accel