Correspondence 0001437749-23-005496 from Innovator ETFs Trust (CIK 0001415726)
Innovator ETFs Trust (CIK 0001415726)
Date: March 6, 2023 · CIK: 0001415726 · Accession: 0001437749-23-005496
AI Filing Summary & Sentiment
File numbers found in text: 333-146827, 333-236659, 333-250103, 333-253385, 333-255302, 333-259205, 333-264388, 333-268718, 333-269296, 811-22135
Letter
VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Washington, D.C. 20549 Re: Innovator ETFs Trust File Nos. 333-146827; 811-22135
Dear Ms. Browning
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 October 14, 2022 (the “Registration Statement”. The Registration Statement relates to the Innovator Premium Income 20 Barrier ETF™ – April and Innovator Premium Income 40 Barrier ETF™ – April (each, a “Fund” and collectively, the “Funds”), each 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 – Analytics
The Staff asks for clarification as to the below:
●
Dynamism of the Fund:
o
Option profile:
■
Confirm the type and functionality of the put spread options.
■
Please explain to the Staff how options transactions entered by the Fund for investors that come into the Fund later do not harm earlier investors when premiums on options generated are different than the original set of options
o
Will redemptions be done fully in-kind or not?
■
The Staff believes there is a scenario where people entering or exiting the Fund before the end of the Outcome Period could result in losses to existing shareholders and/or a discount to NAV. Want to discuss with Innovator how the disclosure covers that eventuality if that is accurate. To this end, please provide examples of large redemptions or inflows to demonstrate how these will impact the defined distribution rates.
Response to Comment 1
The Trust refers to the written analysis and supporting data provided to the Staff on February 8, 2023, as prepared by the Funds’ portfolio managers on behalf of the Trust. The Trust and portfolio managers will review this analysis with appropriate members of the Staff.
Comment 2 – VaR Test
The Staff notes it has reviewed the VaR test from the Funds and has the below additional comments:
●
Please define which options are being used at the top of the columns.
●
The Staff requests that the portfolio manager discuss with the Staff the VaR analysis for the Funds.
●
The VaR test does not reflect dynamism of the Funds with redemptions or creations. The Staff is concerned whether the Fund is durable and, as such, the Staff requests the Funds provide VaR testing information for a range of events.
●
With regards to the Fund’s back-testing, the Staff expects to see how many times a Fund violates the test in the past and expect that to be less than 1% of the time. The Staff notes that in the Fund’s submission primarily zeroes in the back-test, and the Staff would like to confirm the meaning of this information.
Response to Comment 2
The Trust refers to the additional VaR anaylsis submitted to the Staff on February 15, 2022. The Trust and portfolio managers will review this analysis with appropriate members of the Staff upon request.
Comment 3 – Item 4
The Staff requests the disclosure be clarified to specify how many options will be used in the Fund’s portfolio. Additionally, the Staff requests that, to the extent the Funds include generalized disclosures about derivatives, the Funds should revise such disclosure to be specific about the options that apply for these Funds.
-2-
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 that it is unclear about what the specific maturities of the treasury bills used by the Fund will be. Please revise the disclosure to specify. Additionally, the Staff requests additional information be provided with how the Fund will use quarterly distributions to provide an annualized rate.
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
The Staff notes the Funds use the term “Defined Distributions,” which the Staff believes may be misleading to a reasonable shareholder. The Staff asks the Funds to consider revising this term to use a different and, in the Staff’s view, more accurate terminology. Explain contextually what this term means and explain what a reasonable shareholder can expect with respect to this term.
Response to Comment 5
The Trust believes that “Defined Destributions” is the most appropriate term to describe the defined, periodic payments to be made to shareholders of the Funds. As described in the Prospectus, Defined Distriubtions are set in amount and frequency at the commencement of the Outcome Period. Specifically, Defined Distributions are a U.S. dollar amount per share payable by the Fund over the course of an Outcome Period. The “Defined Distribution Rate” is an annualized payment rate based upon the Fund’s NAV at the commencement of the Outcome Period, which is the percentage of Defined Distributions per Share over the Ouctome Period. The Fund makes the Defined Distributions to shareholders of record quarterly. The disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A to clarify an investor’s expectation respect to this term.
Comment 6 – Principal Investment Strategies
The Staff notes the Funds use the term “high level on income” in the prospectus and respectfully continues to object to the usage of the word “high”. The Staff believes that the Funds need to explain how the level of income is considered “high” in plain English so that a reasonable investor may understand in order to keep the term “high.”
-3-
Response to Comment 6
The disclosure has been revised in accordance with the Staff’s comment, reflected in the “Prinicipal Investment Strategies Section” in Exhibit A, as follows:
“The Fund seeks a high level of income that exceeds an investment in U.S. Treasures with premiums generated from the Fund’s FLEX Options positions.”
Comment 7 – Defined Distribution Rate
The Staff asks whether there is a calculation methodology to determine the annualized distribution rate and quarterly payment rate, and if so, please provide it to the Staff in supplemental correspondence.
Response to Comment 7
The Defined Distribution Rate is the per share amount, expressed as a percentage, of Defined Distributions based off of the NAV per share of the at the commencement of the Outcome Period. The Fund has revised the prospectus to more clearly describe how the Defined Distribution Rate is calculated, as reflected in Exhibit A.
Comment 8 – General
The Staff asks that the Funds reconsider the use of the term “Barrier.” The Staff notes that as applied to the Funds, the Barrier is not protective, but rather the level at which losses begin. The Staff requests this be clarified so that a reasonable investor may understand. Further, the Staff requests the disclosure be clarified so that the losses referred to are clear and consistently disclosed, and that it is made clear to an investor that such investor could lose the entirety of its investment.
Response to Comment 8
The disclosure with respect to the “Barrier” has been revised to enhance its plain English description in accordance with the Staff’s comment, as reflected in Exhibit A. The term “Barrier” is consistently used by structured products pursuant to registration statements filed by the sponsors with the SEC under the Securities Act of 1933, as amended, to describe a payout that depends upon whether an underlying asset has breached a predetermined performance level.1 In this way, the Fund’s usage of the term “Barrier” is consistent with a well established market practice. The Fund has revised its disclosure to clarify the functionality of the Barrier, and has included disclosure that distinguishes the “Barrier” used by the Funds from a “Buffer” that is used in other defined outcome funds offered by Innovator.
See e.g., Royal Bank of Canada, Issuer Callable Contingent Coupon barrier Notes Linked to the Common Stock of Apple Inc., Due February 21, 2024 (File No. 333-259205); Bank of Montreal, Senior Medium-Term Notes, Series I, Autocallable barrier Notes with Contingent Coupons due February 24, 2025 Linked to the S&P 500 Index (File No. 333-264388); Morgan Stanley, Callable Contingent Income Securities due August 27, 2024 (File Nos. 333-250103; 333-250103-01); HSBC USA Inc., Autocallable Barrier Notes with Step-Up Premium Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index (File No. 333-253385); Citigroup Global Markets Holdings Inc., Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM, the Nasdaq-100 Index® and the Russell 2000® Index Due August 26, 2025 (File Nos. 333-255302 and 333-255302-03); Bank of America Corp., Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the EURO STOXX 50® Index and the Russell 2000® Index (File Nos. 333-268718 and 333-268718-01); JPMorgan Chase Financial Company LLC, Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Industrial Select Sector SPDR® Fund and the Materials Select Sector SPDR® Fund due February 26, 2026 (File Nos. 333-236659 and 333-236659-01); GS Finance Corp., Trigger Autocallable Contingent Yield Notes due 2026, Linked to the least performing of the S&P 500® Index and the MSCI EAFE Index (File No. 333-269296).
-4-
Comment 9 – Principal Investment Strategies
The Staff notes the following disclosure should be revised in plain English for clarity:
“If the U.S. Equity Index has experienced losses at the end of the Outcome Period that exceed the Barrier, the Fund’s investments will provide Outcomes that equal the Defined Distribution Rate; however, the Fund will also provide the entirety of U.S. Equity Index losses on a one-to-one basis.”
Response to Comment 9
The Fund has revised the above-referenced disclosure in accordance with the Staff’s comments, as reflected in Exhibit A.
Comment 10 – Website
The Staff asks that the Fund provide it a screenshot of what information will be provided on the Fund’s website in supplemental correspondence.
Response to Comment 10
Pursuant to the Staff’s request, in advance of the effectiveness of the Registration Statement the Fund will provide in a separate correspondence a screenshot of the Fund’s anticipated website.
Comment 11 – Principal Investment Strategies
The Staff asks the Fund to consistently harmonize the disclosure regarding: (i) that Defined Distributions are not guaranteed and the Defined Distribution Rate may fluctuate from one Outcome Period to the next in all instances; (ii) losses after the Barrier are experienced on a one-to-one basis; and (iii) that there are no upside returns of the Index over each Outcome Period.
-5-
Response to Comment 11
The Fund has revised the above-referenced disclosure in accordance with the Staff’s comments, as reflected in Exhibit A.
Comment 12 – Principal Investment Strategies
The Staff asks that the Funds clarify how the usage of the Fund’s put option contracts will help the Fund achieve its investment objective.
Response to Comment 12
The Fund has revised the above-referenced disclosure in accordance with the Staff’s comments, as reflected in Exhibit A.
Comment 13 – Chart
The Staff notes that the Chart that was added in connection with the prior comment letter needs to be revised to specify the maturities of the treasury bills held by the Fund.
Response to Comment 13
The Fund has revised its disclosure in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 14 – Principal Investment Strategies
The Staff notes the following disclosure should be revised for clarity and explained further, as well as any attendant risks thereto:
“In addition, it is expected that the Fund’s NAV may increase or decrease immediately prior and following Fund Distribution payments. As a result, it is possible that the Fund’s NAV could decrease notwithstanding an increase in the U.S. Equity Index.”
Response to Comment 14
The Fund has revised the disclosure in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 15 – Principal Investment Strategies
The Staff asks the Funds confirm whether the below statement is accurate given the Fund’s anticipated holdings, and ask that the disclosure is revised as appropriate:
-6-
“In addition, the U.S. Treasuries held by the Fund will mature at or near the end of each Outcome Period.”
Response to Comment 15
The Fund has revised the disclosure in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 16 – Graphics
The Staff notes the graphic on page 23 of the prospectus could be enhanced to show percentages showing ultimate loss as well as a number for the Barrier at 20% to provide greater clarity and enhance readability for investors.
Response to Comment 16
The Fund has revised the disclosure in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 17 – Additional Information About the Fund’s Principal Investment Strategies
The Staff notes that it believes the chart on page 23 is misleading, specifically with respect to the disclosure in the far-right column of the chart. Specifically, these provide:
“Price change from the Fund’s price at the time of purchase to Fund NAV at the end of the Outcome Period1”; and
“Price change required for Fund price return to match U.S. Equity Index price return at the end of the Outcome Period versus the Fund’s price at time of purchase”
The Staff believes that these should be revised to clarify such that a reasonable investor may understand.
Response to Comment 17
The Fund respectfully declines to revise the chart pursuant to the Staff’s comment, as the Fund believes that the chart is accurate.. The lead-in to the chart on page 23 provides “[a]n investor is expected to have the following investment profile for the remainder of an Outcome Period if such investor purchases shares after the commencement of the Outcome Period”. The far right column of the chart then describes the price change from this point of purchase to what the Fund’s NAV is expected to be at the end of the Outcome Period, based on whether the Barrier has been breached. For a given investor that has purchased after the commencement of the Outcome Period, this price change could be positive or negative based on when the investor purchased shares and whether the Barrier has been breached. In the Funds’ view, the chart accurately reflects the possibilities based on these variables for all shareholders who may purchase after the commencement of the Outcome Period.
********
-7-
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
Show Raw Text
CORRESP 1 filename1.htm inetfs20230303_corresp.htm [Chapman and Cutler LLP Letterhead] March 6, 2023 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 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 October 14, 2022 (the “Registration Statement”. The Registration Statement relates to the Innovator Premium Income 20 Barrier ETF™ – April and Innovator Premium Income 40 Barrier ETF™ – April (each, a “Fund” and collectively, the “Funds”), each 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 – Analytics The Staff asks for clarification as to the below: ● Dynamism of the Fund: o Option profile: ■ Confirm the type and functionality of the put spread options. ■ Please explain to the Staff how options transactions entered by the Fund for investors that come into the Fund later do not harm earlier investors when premiums on options generated are different than the original set of options o Will redemptions be done fully in-kind or not? ■ The Staff believes there is a scenario where people entering or exiting the Fund before the end of the Outcome Period could result in losses to existing shareholders and/or a discount to NAV. Want to discuss with Innovator how the disclosure covers that eventuality if that is accurate. To this end, please provide examples of large redemptions or inflows to demonstrate how these will impact the defined distribution rates. Response to Comment 1 The Trust refers to the written analysis and supporting data provided to the Staff on February 8, 2023, as prepared by the Funds’ portfolio managers on behalf of the Trust. The Trust and portfolio managers will review this analysis with appropriate members of the Staff. Comment 2 – VaR Test The Staff notes it has reviewed the VaR test from the Funds and has the below additional comments: ● Please define which options are being used at the top of the columns. ● The Staff requests that the portfolio manager discuss with the Staff the VaR analysis for the Funds. ● The VaR test does not reflect dynamism of the Funds with redemptions or creations. The Staff is concerned whether the Fund is durable and, as such, the Staff requests the Funds provide VaR testing information for a range of events. ● With regards to the Fund’s back-testing, the Staff expects to see how many times a Fund violates the test in the past and expect that to be less than 1% of the time. The Staff notes that in the Fund’s submission primarily zeroes in the back-test, and the Staff would like to confirm the meaning of this information. Response to Comment 2 The Trust refers to the additional VaR anaylsis submitted to the Staff on February 15, 2022. The Trust and portfolio managers will review this analysis with appropriate members of the Staff upon request. Comment 3 – Item 4 The Staff requests the disclosure be clarified to specify how many options will be used in the Fund’s portfolio. Additionally, the Staff requests that, to the extent the Funds include generalized disclosures about derivatives, the Funds should revise such disclosure to be specific about the options that apply for these Funds. -2- 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 that it is unclear about what the specific maturities of the treasury bills used by the Fund will be. Please revise the disclosure to specify. Additionally, the Staff requests additional information be provided with how the Fund will use quarterly distributions to provide an annualized rate. 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 The Staff notes the Funds use the term “Defined Distributions,” which the Staff believes may be misleading to a reasonable shareholder. The Staff asks the Funds to consider revising this term to use a different and, in the Staff’s view, more accurate terminology. Explain contextually what this term means and explain what a reasonable shareholder can expect with respect to this term. Response to Comment 5 The Trust believes that “Defined Destributions” is the most appropriate term to describe the defined, periodic payments to be made to shareholders of the Funds. As described in the Prospectus, Defined Distriubtions are set in amount and frequency at the commencement of the Outcome Period. Specifically, Defined Distributions are a U.S. dollar amount per share payable by the Fund over the course of an Outcome Period. The “Defined Distribution Rate” is an annualized payment rate based upon the Fund’s NAV at the commencement of the Outcome Period, which is the percentage of Defined Distributions per Share over the Ouctome Period. The Fund makes the Defined Distributions to shareholders of record quarterly. The disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A to clarify an investor’s expectation respect to this term. Comment 6 – Principal Investment Strategies The Staff notes the Funds use the term “high level on income” in the prospectus and respectfully continues to object to the usage of the word “high”. The Staff believes that the Funds need to explain how the level of income is considered “high” in plain English so that a reasonable investor may understand in order to keep the term “high.” -3- Response to Comment 6 The disclosure has been revised in accordance with the Staff’s comment, reflected in the “Prinicipal Investment Strategies Section” in Exhibit A, as follows: “The Fund seeks a high level of income that exceeds an investment in U.S. Treasures with premiums generated from the Fund’s FLEX Options positions.” Comment 7 – Defined Distribution Rate The Staff asks whether there is a calculation methodology to determine the annualized distribution rate and quarterly payment rate, and if so, please provide it to the Staff in supplemental correspondence. Response to Comment 7 The Defined Distribution Rate is the per share amount, expressed as a percentage, of Defined Distributions based off of the NAV per share of the at the commencement of the Outcome Period. The Fund has revised the prospectus to more clearly describe how the Defined Distribution Rate is calculated, as reflected in Exhibit A. Comment 8 – General The Staff asks that the Funds reconsider the use of the term “Barrier.” The Staff notes that as applied to the Funds, the Barrier is not protective, but rather the level at which losses begin. The Staff requests this be clarified so that a reasonable investor may understand. Further, the Staff requests the disclosure be clarified so that the losses referred to are clear and consistently disclosed, and that it is made clear to an investor that such investor could lose the entirety of its investment. Response to Comment 8 The disclosure with respect to the “Barrier” has been revised to enhance its plain English description in accordance with the Staff’s comment, as reflected in Exhibit A. The term “Barrier” is consistently used by structured products pursuant to registration statements filed by the sponsors with the SEC under the Securities Act of 1933, as amended, to describe a payout that depends upon whether an underlying asset has breached a predetermined performance level.1 In this way, the Fund’s usage of the term “Barrier” is consistent with a well established market practice. The Fund has revised its disclosure to clarify the functionality of the Barrier, and has included disclosure that distinguishes the “Barrier” used by the Funds from a “Buffer” that is used in other defined outcome funds offered by Innovator. 1 See e.g., Royal Bank of Canada, Issuer Callable Contingent Coupon barrier Notes Linked to the Common Stock of Apple Inc., Due February 21, 2024 (File No. 333-259205); Bank of Montreal, Senior Medium-Term Notes, Series I, Autocallable barrier Notes with Contingent Coupons due February 24, 2025 Linked to the S&P 500 Index (File No. 333-264388); Morgan Stanley, Callable Contingent Income Securities due August 27, 2024 (File Nos. 333-250103; 333-250103-01); HSBC USA Inc., Autocallable Barrier Notes with Step-Up Premium Linked to the Least Performing of the S&P 500® Index and the Russell 2000® Index (File No. 333-253385); Citigroup Global Markets Holdings Inc., Callable Contingent Coupon Equity Linked Securities Linked to the Worst Performing of the Dow Jones Industrial AverageTM, the Nasdaq-100 Index® and the Russell 2000® Index Due August 26, 2025 (File Nos. 333-255302 and 333-255302-03); Bank of America Corp., Contingent Income Issuer Callable Yield Notes Linked to the Least Performing of the EURO STOXX 50® Index and the Russell 2000® Index (File Nos. 333-268718 and 333-268718-01); JPMorgan Chase Financial Company LLC, Auto Callable Contingent Interest Notes Linked to the Lesser Performing of the Industrial Select Sector SPDR® Fund and the Materials Select Sector SPDR® Fund due February 26, 2026 (File Nos. 333-236659 and 333-236659-01); GS Finance Corp., Trigger Autocallable Contingent Yield Notes due 2026, Linked to the least performing of the S&P 500® Index and the MSCI EAFE Index (File No. 333-269296). -4- Comment 9 – Principal Investment Strategies The Staff notes the following disclosure should be revised in plain English for clarity: “If the U.S. Equity Index has experienced losses at the end of the Outcome Period that exceed the Barrier, the Fund’s investments will provide Outcomes that equal the Defined Distribution Rate; however, the Fund will also provide the entirety of U.S. Equity Index losses on a one-to-one basis.” Response to Comment 9 The Fund has revised the above-referenced disclosure in accordance with the Staff’s comments, as reflected in Exhibit A. Comment 10 – Website The Staff asks that the Fund provide it a screenshot of what information will be provided on the Fund’s website in supplemental correspondence. Response to Comment 10 Pursuant to the Staff’s request, in advance of the effectiveness of the Registration Statement the Fund will provide in a separate correspondence a screenshot of the Fund’s anticipated website. Comment 11 – Principal Investment Strategies The Staff asks the Fund to consistently harmonize the disclosure regarding: (i) that Defined Distributions are not guaranteed and the Defined Distribution Rate may fluctuate from one Outcome Period to the next in all instances; (ii) losses after the Barrier are experienced on a one-to-one basis; and (iii) that there are no upside returns of the Index over each Outcome Period. -5- Response to Comment 11 The Fund has revised the above-referenced disclosure in accordance with the Staff’s comments, as reflected in Exhibit A. Comment 12 – Principal Investment Strategies The Staff asks that the Funds clarify how the usage of the Fund’s put option contracts will help the Fund achieve its investment objective. Response to Comment 12 The Fund has revised the above-referenced disclosure in accordance with the Staff’s comments, as reflected in Exhibit A. Comment 13 – Chart The Staff notes that the Chart that was added in connection with the prior comment letter needs to be revised to specify the maturities of the treasury bills held by the Fund. Response to Comment 13 The Fund has revised its disclosure in accordance with the Staff’s comment, as reflected in Exhibit A. Comment 14 – Principal Investment Strategies The Staff notes the following disclosure should be revised for clarity and explained further, as well as any attendant risks thereto: “In addition, it is expected that the Fund’s NAV may increase or decrease immediately prior and following Fund Distribution payments. As a result, it is possible that the Fund’s NAV could decrease notwithstanding an increase in the U.S. Equity Index.” Response to Comment 14 The Fund has revised the disclosure in accordance with the Staff’s comment, as reflected in Exhibit A. Comment 15 – Principal Investment Strategies The Staff asks the Funds confirm whether the below statement is accurate given the Fund’s anticipated holdings, and ask that the disclosure is revised as appropriate: -6- “In addition, the U.S. Treasuries held by the Fund will mature at or near the end of each Outcome Period.” Response to Comment 15 The Fund has revised the disclosure in accordance with the Staff’s comment, as reflected in Exhibit A. Comment 16 – Graphics The Staff notes the graphic on page 23 of the prospectus could be enhanced to show percentages showing ultimate loss as well as a number for the Barrier at 20% to provide greater clarity and enhance readability for investors. Response to Comment 16 The Fund has revised the disclosure in accordance with the Staff’s comment, as reflected in Exhibit A. Comment 17 – Additional Information About the Fund’s Principal Investment Strategies The Staff notes that it believes the chart on page 23 is misleading, specifically with respect to the disclosure in the far-right column of the chart. Specifically, these provide: “Price change from the Fund’s price at the time of purchase to Fund NAV at the end of the Outcome Period1”; and “Price change required for Fund price return to match U.S. Equity Index price return at the end of the Outcome Period versus the Fund’s price at time of purchase” The Staff believes that these should be revised to clarify such that a reasonable investor may understand. Response to Comment 17 The Fund respectfully declines to revise the chart pursuant to the Staff’s comment, as the Fund believes that the chart is accurate.. The lead-in to the chart on page 23 provides “[a]n investor is expected to have the following investment profile for the remainder of an Outcome Period if such investor purchases shares after the commencement of the Outcome Period”. The far right column of the chart then describes the price change from this point of purchase to what the Fund’s NAV is expected to be at the end of the Outcome Period, based on whether the Barrier has been breached. For a given investor that has purchased after the commencement of the Outcome Period, this price change could be positive or negative based on when the investor purchased shares and whether the Barrier has been breached. In the Funds’ view, the chart accurately reflects the possibilities based on these variables for all shareholders who may purchase after the commencement of the Outcome Period. ******** -7- 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 -8- 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 March 6, 2023 Prospectus Innovator Premium Income 20 Barrier ETF™ – April ([Exchange – Ticker]) _______, ____ Innovator Premium Income 20 Barrier ETF™ – April (the “Fund”) is a series of Innovator ETFs Trust (the “Trust”) and is an actively managed ETF. • The Fund invests in FLexible EXchang