SecProbe.io

CORRESP
1
filename1.htm

    Chapman and Cutler llp

    320 South Canal Street, 27th Floor

    Chicago, Illinois  60606

    T 312.845.3000

    F. 312.701.2361

    www.chapman.com

November 25, 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 regarding the registration statement filed on Form N-1A for Innovator ETFs® Trust (the “Trust”)
with the Securities and Exchange Commission (the “Commission”) on September 29, 2025 (the “Registration Statement”).
The Registration Statement relates to the Innovator Deepwater Frontier Tech ETF (the “Fund”), a series of the Trust.
Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

Comment 1 – Principal Investment Strategies

The staff of the Commission (the
“Staff”) notes the defined term “Frontier Tech Companies” refers to the equity securities that may be included
in the Deepwater Frontier Tech Index. Please disclose if these Frontier Tech Companies refer to a certain geographic area.

Response to Comment 1

The Registrant confirms the term
“Frontier Tech Companies” does not refer to a specific geographic area, and rather refers to those companies that are on the
cutting edge or frontier of the development of new technologies.

Comment 2 – Principal Investment Strategies

The Staff notes the following
disclosure set forth in the “Principal Investments Strategies” section:

“In pursuing the Fund’s
investment objective, Deepwater references for investment Frontier Tech Companies included in the Deepwater Frontier Tech Index (the “Benchmark”),
a rules-based stock index owned, developed and maintained by Deepwater.”

The Staff notes it is
confusing to use the term “Benchmark” as it is no longer the appropriate broad-based securities market index. Please revise accordingly.

Response to Comment 2

In accordance with the Staff’s
comment, the term “Benchmark” has been replaced with the term “Reference Index” throughout the prospectus, as
reflected in Exhibit A.

Comment 3 – Principal Investment Strategies

The Staff notes the following
sentence in the “Principal Investment Strategies” section:

“The Fund may investment
in small, mid or large capitalization issuers operating in developing or emerging markets.”

The Staff notes this may include a typo and should be revised for accuracy.

Response to Comment 3

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

Comment 4 – Variable Interest Entity Risk

The Staff notes the inclusion
of a “Variable Interest Entity Risk” in the prospectus. Please include corresponding disclosure in the “Principal Investment
Strategies” section to contemplate that the Fund will have exposure to Chinese companies through  variable
interest entities.

Response to Comment 4

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

    - 2 -

Comment 5 – Performance

The Staff notes that if the Fund
selects an index that is different from the index used in the table for the preceding period, the disclosure should explain the reason
for the selection of a different index and provide information for the new index and the former index. See Instruction 2(b) of Item 4(b)(2)
of Form N-1A. Please include information about the new appropriate broad-based securities index.

Response to Comment 5

The Registrant notes that the
Fund has not selected a new index for the period for the reporting of its performance. Currently, the prospectus includes as the appropriate
broad-based index the returns of the S&P 500® Index. The Fund also included reference to the Deepwater Frontier Tech
Index, as this was the index the Fund sought to track. The prospectus then included two additional indices to aid investors in their review
of the Fund’s performance, as permitted under the instructions of Form N-1A: the Dow Jones Global Index and the Nasdaq-100 Index.
The Fund does not intend to drop any of these indices from the performance table. Further, the Fund notes that it currently includes disclosure
that provides:

“On [_____], the Fund
ceased tracking the Deepwater Frontier Tech Index. Therefore, the Fund’s performance and historical returns shown for periods prior
to [________], are not indicative of the performance that the Fund, based on its current investment strategies, would have generated.”

Such disclosure will be finalized
when the transition date becomes final. Accordingly, the Registrant believes its disclosure in the performance table is adequate under
the requirements of Form N-1A and respectfully declines the Staff’s comment.

Comment 6 – Performance

Please confirm the broad-based
securities market index that the Fund will use for purposes of disclosing its performance.

Response to Comment 6

The Fund confirms it will continue
to use the S&P 500® Index as its appropriate broad-based securities market index.

Comment 7 – Performance

Pursuant to Instruction 2(b)(2)
of Item 4(b) of Form N-1A, please disclose information relating to any additional index in the narrative explanation accompanying the
bar chart and table.

Response to Comment 7

Pursuant to the Staff’s
comment, the narrative explanation accompanying the bar chart and table has been revised to provide such additional context, as reflected
in Exhibit A.

    - 3 -

Comment 8 – Statement of Additional Information

The Staff notes the following
disclosure set forth in the Fund’s concentration policy:

Invest 25% or more of the Fund’s
net assets in securities of issuers in any one industry or group of industries (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities or securities of other investment companies), except that the Fund will invest
25% or more of its net assets in securities of issuers in the same industry to approximately the same extent that the Deepwater Frontier
Tech Index (the “Index”) concentrates in the securities of a particular industry or group of industries. Accordingly, if the
Index the Fund seeks to track stops concentrating in the securities of a particular industry or group of industries, the Fund will also
discontinue concentrating in such securities.

Please revise the concentration
policy to reflect that the Fund no longer tracks the Index.

Response to Comment 8

The Registrant respectfully declines
to revise the Fund’s concentration policy. The Fund’s investment adviser believes the reference to the Index in the concentration
policy is still applicable to the Fund in light of the role the Index plays in the Fund’s continuing investment strategies in pursuit
of its investment objective.

********

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 25, 2025

Prospectus

Innovator Deepwater Frontier Tech ETF

(NYSE Arca — LOUP)

________, 2025

Innovator Deepwater Frontier Tech 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. (“NYSE Arca” or 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 ETF 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
    13

    Fund Investments
    15

    Additional Risks of Investing in the Fund
    15

    Management of the Fund
    23

    How to Buy and Sell Shares
    26

    Dividends, Distributions and Taxes
    28

    Distributor
    32

    Net Asset Value
    32

    Fund Service Providers
    33

    Premium/Discount Information
    34

    Other Investment Companies
    34

    Financial Highlights
    35

    ii

Innovator
Deepwater Frontier Tech ETF

Investment Objective

The Fund seeks to provide capital
appreciation.

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
    0.70%

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

    Other Expenses
    0.00%

    Total Annual Fund Operating Expenses
    0.70%

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
    5 Years
    10 Years

    $72
    $224
    $390
    $871

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. During the
fiscal year ended October 31, 2024, the Fund’s portfolio turnover rate was 165% of the average value of its portfolio, excluding
the value of portfolio securities received or delivered as a result of the Fund’s in-kind creations and redemptions.

    1

Principal Investment Strategies

The Fund is an actively managed
ETF that seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets (including
borrowings for investment purposes) in the equity securities of companies it considers to be on the frontier of the development of new
technologies (“Frontier Tech Companies”). Deepwater Asset Management, LLC (“Deepwater”) and Penserra
Capital Management LLC (“Penserra” and, collectively with Deepwater, the “Sub-Advisers”) each serve
as an investment sub-adviser to the Fund. Deepwater selects the securities for inclusion in the Fund and Penserra is responsible for implementing
the Fund’s investment program by, among other things, trading portfolio securities and performing related services, rebalancing
the Fund’s portfolio and providing cash management services. Innovator Capital Management, LLC (“Innovator” or
the “Adviser”), serves as the Fund’s investment adviser.

In pursuing the Fund’s investment
objective, Deepwater references for investment Frontier Tech Companies included in the Deepwater Frontier Tech Index (the “Reference
Index”), a rules-based stock index owned, developed and maintained by Deepwater. The Reference Index identifies Frontier Tech
Companies with the following themes:

 · Artificial Intelligence. Companies that
provide or are developing software services that seek to automate industrial, knowledge work, and consumer processes. These services may
directly automate specific processes or provide semi-automated tools as an intermediate step to full automation.

 · Autonomous and Electric Vehicles. Companies
that provide or are developing hardware and/or software used in the development of self-driving or unmanned aerial vehicles, or other
autonomous vehicles that operate on land, air or sea. The category also includes electrification, energy storage, and other companies
relevant to the evolution of energy.

 · Fintech. Companies involved in creating
transformative experiences involving the use of money. This theme may include companies that enable complex commerce transactions, innovative
retail experiences, new credit products, and alternative currencies.

 · Robotics. Companies that create or are
developing robotics and related products and services for industrial, collaborative, agricultural, medical and/or consumer-related automation.
This includes companies that provide hardware and software related to enabling perception (vision and sound), which could include sensors,
laser arrays, semiconductors, among others.

 · Virtual/Augmented Reality. Companies that
provide or are developing hardware and/or software for delivering immersive virtual reality experiences or for delivering experiences
that enhance the physical world with a digital overlay, including gaming companies.

    2

A company is eligible for inclusion
in the Reference Index if it derives 50% of its revenue from one of the identified themes detailed above or if it meets two of the following
three criteria: (i) the company currently derives at least 25% of revenue from some combination of the identified themes; (ii) the company’s
revenue related to one or more identified themes grew by more than 25% year-over-year in the most recent calendar year; or (iii) the company’s
operating expenditures related to one or more identified themes grew by more than 25% year-over-year in the most recent calendar year.
For additional information on the Reference Index, see “Additional Information About the Fund’s Principal Investment Strategies–The
Reference Index”.

Deepwater will assess the universe
of eligible constituents from the Reference Index for near and long-term prospects relative to its frontier technology development. Portfolio
weightings are actively monitored and adjusted in accordance with the portfolio manager’s review of these technology developments,
revenue growth potential and expectations to have an outsized influence on the future of technology. The Fund’s portfolio managers
may include a security that is not currently a Reference Index constituent if, in the view of the Fund’s portfolio managers, such
company has potential of long-term frontier technology revenue growth. The Fund’s portfolio managers expect that the Fund will invest
in approximately 30 securities.

The Fund will invest in equity
securities, which will include direct investments in U.S. and non-U.S. listed common stocks and depositary receipts, of certain of
the components that comprise the Reference Index. The Fund may invest in small, mid or large capitalization issuers operating in
developing or emerging markets. The Fund may also purchase equity securities of non-U.S. companies that utilize American Depositary
Receipts (“ADRs”) or Global Depositary Receipts (“GDRs”). Additionally, the