SecProbe.io

CORRESP
1
filename1.htm

[Chapman
and Cutler LLP Letterhead]

November 13, 2025

VIA EDGAR CORRESPONDENCE

Ashley Vromann-Lee

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. Vromann-Lee:

This letter responds to your
comments, provided by telephone on September 30, 2025 regarding the registration statement filed on Form N-1A for Innovator ETFs®
Trust (the “Registrant” or the “Trust”) with the Securities and Exchange Commission (the “Commission”)
on August 27, 2025 (the “Registration Statement”). The Registration Statement relates to the Innovator International
Developed Managed Floor ETF® (the “Fund”), a separate series of the Trust. Capitalized terms used herein,
but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

Comment 1 – Cover Page

Please confirm that appropriate
cover page disclosure is included in bullet point format for the Fund.

Response to Comment 1

The Registrant notes that
the Fund is not a “defined outcome” fund and respectfully declines to add any disclosure. Item 1 of Form N-1A does not require
any such disclosure. While the instruction to Item 1(a) provides that a fund “may include on the front cover page a statement
of its investment objectives, a brief (e.g., one sentence) description of its operations, or any additional information, subject to the
requirement set out in General Instruction C.3(b)” there is no specific requirement under Form N-1A to provide any such disclosure.
Further, the Registrant notes the Fund is materially similar to currently existing series of the Registrant (Innovator Equity Managed
Floor ETF®, Innovator Nasdaq-100® Managed Floor ETF®, and Innovator U.S. Small Cap Managed
Floor ETF®) all of which do not include such disclosure.

Comment 2 – Cover Page

The staff of the Commission
(the “Staff”) notes that there are four disclosures that it usually requires:

 (1) please specify that specified floor may not be achieved and investors could lose some or all of their
money;

 (2) disclose that the Fund only provides the specified floor if an investor buys on first day of period and
holds until end of period;

 (3) disclose that if investors buy or sell on date other than start or end date, their returns will be different
and they may incur losses that are greater than the floor and explain how investor may receive return profile for the Fund through the
end of the outcome period; and

 (4) disclose that the floor may change each year on the reset
date.

Please revise accordingly.

Response to Comment 2

The Registrant notes that
the Fund is not a defined outcome fund, as it implements an investment strategy through the operation of a laddered portfolio and there
is no hard cap. Accordingly, the Registrant believes it would be misleading to reasonable investors to include certain of the above concepts
in the disclosure. That notwithstanding, the Registrant has ensured that the concepts that are applicable to the Fund are in the revised prospectus,
as reflected in Exhibit A.

Comment 3 – Principal Investment Strategies

In the “Principal Investment
Strategies” section, please describe the impact of fees and expenses on the floor. Explain that perspective investors can see their
expected outcome until the end of the period by visiting the Fund’s website, and then list website. Finally, please describe what
happens if an investor sells other than the last day of the Outcome Period.

Response to Comment 3

The Registrant notes that
since the Fund is not a “defined outcome” fund, the websites for the Fund will not include the above-referenced information.
The laddering of the Fund’s portfolio prevents such definitive information from being available. That notwithstanding, the Fund
has reviewed and revised its Registration Statement as necessary to ensure the impact of fees and expenses on the floor and the impact
of selling prior to the expiration of one of the laddered options packages is adequately disclosed, as reflected in Exhibit A.

    - 2 -

Comment 4 – Portfolio Turnover

The Staff notes the Fund provides
“[b]ecause the Fund has not yet commenced operations, portfolio turnover information is unavailable at this time.” Please
revise to provide that “[b]ecause the Fund is new, portfolio turnover information is unavailable at this time.”

Response to Comment 4

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

Comment 5 – Principal Investment Strategies

Please confirm whether the
Fund will only invest in companies in the Equity Portfolio Index, and clarify as necessary.

Response to Comment 5

The Registrant confirms the
Fund’s investment in equity securities is intended to be limited to those companies that are components of the Equity Portfolio
Index. The prospectus has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.

Comment 6 – Principal Investment Strategies

The Staff notes that on page
5 and 6, please disclose and supplementally identify the range of annual returns the Fund is targeting and annualized volatility the Fund
expects to experience, as currently each are blank.

Response to Comment 6

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

Comment 7 – Principal Investment Strategies

The Staff notes the Fund provides
“[t]he [Equity Portfolio Index] intends to track the performance of the large and mid cap segment covering approximately the largest
85% of the free-float market capitalization in the Developed Markets excluding North America.” Please disclose how the index interprets
“international,” including what criteria is used to determine whether a company is “international” and from a
“Developed Market[] excluding North America.”

Response to Comment 7

The Fund has revised its prospectus
in accordance with the Staff’s comment, as reflected in Exhibit A.

*
* * * * * * *

    - 3 -

Please call me at (312) 845-3484
if you have any questions or issues you would like to discuss regarding these matters.

    Sincerely yours,

    Chapman and Cutler llp

    By:
    /s/ Morrison C. Warren

    Morrison C. Warren

    - 4 -

Exhibit A

The information in this
Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer of sale is not permitted.

Subject to Completion

November 13, 2025

Prospectus

Innovator
International Developed Managed Floor ETF®

(NYSE Arca—IFLR)

_______, 2025

Innovator International Developed Managed Floor
ETF® (the “Fund”) is a series of Innovator ETFs® Trust (the “Trust”)
and an exchange-traded fund (“ETF”). The Fund lists and principally trades its shares on NYSE Arca, Inc. (the “Exchange”).
Market prices may differ to some degree from the net asset value of shares of the Fund (“Shares”). Unlike mutual funds,
the Fund issues and redeems Shares at net asset value only in large blocks of Shares called “Creation Units.” The Fund is
a series of the Trust and is an actively managed exchange-traded fund organized as a separate series of a registered management investment
company.

The U.S. Securities and Exchange Commission
(“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense.

Table
of Contents

    Summary Information
    1

    Additional Information About the Fund’s Principal Investment Strategies
    20

    Fund Investments
    21

    Additional Risks of Investing in the Fund
    22

    Management of the Fund
    33

    How to Buy and Sell Shares
    36

    Dividends, Distributions and Taxes
    37

    Distributor
    42

    Net Asset Value
    42

    Fund Service Providers
    44

    Premium/Discount Information
    44

    Other Investment Companies
    44

    Financial Highlights
    45

    ii

Innovator
International Developed Managed Floor ETF®

Investment Objective

The Fund seeks to provide capital
appreciation while seeking to limit the amount of losses experienced by investors (prior to taking into account management fees and other
fees).

Fees and Expenses of the
Fund

This table describes the fees and expenses that
you may pay if you buy, hold, and sell Shares. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries,
which are not reflected in the table and example below.

Annual Fund Operating Expenses (expenses that you pay each year
as a percentage of the value of your investment)

    Management Fees
    0.89%

    Distribution and Service (12b-1) Fees
    0.00%

    Other Expenses(1)
    0.00%

    Total Annual Fund Operating Expenses
    0.89%

(1)       “Other
Expenses” are estimates based on the expenses the Fund expects to incur for the current fiscal year.

Example

This example is intended to help you compare the
cost of investing in the Fund with the cost of investing in other funds. This example assumes that you invest $10,000 in the Fund for
the time periods indicated and then sell all of your Shares at the end of those periods. The example also assumes that your investment
has a 5% return each year and that the Fund’s operating expenses remain at current levels. This example does not include the brokerage
commissions that investors may pay to buy and sell Shares.

Although your actual costs may be higher
    or lower, your costs, based on these assumptions, would be:

    1 Year
    3 Years

    $91
    $284

Portfolio Turnover

The Fund pays transaction costs,
such as commissions, when it purchases and sells securities (or “turns over” its portfolio). A higher portfolio turnover will
cause the Fund to incur additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs,
which are not reflected in Total Annual Fund Operating Expenses or in the example, may affect the Fund’s performance. Because the
Fund is new, portfolio turnover information is unavailable at this time.

    1

Principal Investment Strategies

The Fund will invest at
least 80% of its net assets (including borrowings for investment purposes) in equity securities and option contracts that give
economic exposure to equity securities of companies located in international developed markets. The Fund is an actively managed ETF
that, under normal market circumstances, seeks to provide capital appreciation through participation in companies in developed
countries outside of the United States while limiting the potential for maximum losses. Pursuant to its investment objective, the
Fund intends to invest in a diversified portfolio of equity securities (the “Equity Portfolio”) that are
representative of the Solactive GBS Developed Markets ex North America Large & Mid Cap Index (the “Equity Portfolio
Index”) together with put and call option contracts (the “Options Portfolio”) in an effort to reduce
the potential for losses. The Fund’s investment adviser is Innovator Capital Management, LLC (“Innovator”
or the “Adviser”) and the Fund’s investment sub-adviser is Parametric Portfolio Associates LLC
(“Parametric” or the “Sub-Adviser”). The Sub-Adviser will actively monitor the performance of
the portfolio and, as described further below, selectively ladder the Options Portfolio to seek to protect capital.

As further described below,
the Fund’s principal investment strategy seeks to implement the following:

 · Exposure to Companies in Developed International
Markets: The Fund invests its net assets in certain non-U.S. companies in developed markets that are included in the Equity Portfolio
Index. See “Equity Portfolio” below for additional information.

 · Investment Floors: The Fund seeks to provide
a series of “floors” that each limit losses to 10% of MSCI EAFE Index (“International Developed Index”)
losses, as measured at the end of one-year periods and prior to taking into account the Fund’s annual management fee and other fees,
which will have the effect of reducing the floor experienced by Fund shareholders. The implementation of the floors is not guaranteed.
See “Hedging Strategy–Options Portfolio” below for additional information.

 · Laddered Options Strategy: The Fund implements
a “laddering” approach such that the Fund staggers its Options Portfolio, and therefore the sought-after protection of the
floors. The Fund ladders the investment floors by purchasing put option contracts with a one-year duration that have staggered expiration
dates of three-months. In addition, the Fund sells short-dated (i.e., one-week to two-weeks) call option contracts that expire
approximately every seven calendar days used to fund the purchased put option contracts. The Fund’s option strategy may cause the
Fund to forego a portion of any upside returns of the Equity Portfolio. See “Hedging Strategy–Options Portfolio Laddering”
below for additional information.

The Fund will not concentrate
(i.e., holds 25% or more of its total assets) in the securities of a particular industry or group of identified industries, except
that the Fund will concentrate to approximately the same extent as the Equity Portfolio Index concentrates in the securities of a particular
industry or group of industries. The Fund is classified as a “non-diversified company” under the Investment Company Act of
1940, as amended (the “1940 Act”).

    2

Equity Portfolio

The Sub-Adviser expects, under
normal market circumstances, to invest the Fund’s net assets in equity securities of companies that comprise the Equity Portfolio
Index through the implementation of a representative sampling strategy. Through representative sampling, the Equity Portfolio is not expected
to include each of the common stocks of the companies that comprise the Equity Portfolio Index and the Fund’s position in an individual
constituent of the Equity Portfolio Index may be overweight or underweight as compared to the Equity Portfolio Index.

The Equity Portfolio Index intends to track
the performance of the large and mid cap segment covering approximately the largest 85% of the free-float market capitalization in
the Developed Markets excluding North America. As of the date of this prospectus, the Equity Portfolio Index was comprised of
securities of issuers with a market capitalization range of approximately $1.7 billion to $397.4 billion. For additional information
regarding the Equity Portfolio Index, see “Additional Information About the Fund’s Principal Investment
Strategies”.

The Sub-Adviser intends to limit
the portfolio overlap between its investments that comprise the Equity Portfolio and the underlying constituents of the Options Portfolio
reference assets (as described further below) to less than 70% on an ongoing basis in an effort to avoid being subject to the “straddle
rules” under federal income tax law (see “Dividends, Distributions and Taxes–Taxes–Treatment of the Fund’s
Options Contracts” for additional information regarding the “straddle rules”). 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 Equity Portfolio Index. Through this optimization of the Equity Portfolio Index, the Equity Portfolio
is not expected to hold each of the constituents of the Equity Portfolio Index and the Fund’s position in those common stocks held
in the Equity Portfolio may be overweight or underweight as compared to the Equity Portfolio Index’s weighting.

The Fund expects that dividends
received from its investment in equity securities that comprise the Equity Portfolio