This proxy statement (the "Proxy Statement") solicits proxies to be voted at a special meeting (the "Meeting") of shareholders ("Shareholders") of the Innovator McKinley Income Fund and the Innovator IBD^® 50 Fund (each, a "Fund" and together, the "Funds"), series of Academy Funds Trust (the "Trust").  The Meeting was called by the Board of Trustees of the Trust (the "Board") to vote on the following proposals (the "Proposals"), which are described more fully below:

The principal office of the Trust is located at 325 Chestnut Street, Suite 512, Philadelphia, PA 19106.  You can reach the office of the Trust by telephone by calling toll free at 1-877-386-3890.  The Trust is a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act").

The Meeting will be held at the offices of at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, Suite 2600, Philadelphia, PA 19103 on August 4,7, 2017 at 10:30 a.m., Eastern Time.  Only officers of the Trust and Innovator Capital Management, LLC (the "Adviser"), the Funds' current investment adviser, and Fund Shareholders of record as of June 1,5, 2017 (the "Record Date"), will be admitted to the Meeting.  The Board, on behalf of each Fund, is soliciting these proxies.  This Proxy Statement is first being sent to Shareholders on or about [June ___,]June 20, 2017.

This Proxy Statement gives you information about the Proposals, and other matters that you should know before voting.

Two or more Shareholders of a Fund who share an address might receive only one annual report or Proxy Statement, unless the Trust has received instructions to the contrary.  The Trust will promptly send a separate copy of the Proxy Statement to any Shareholder upon request.  To request a separate copy of an annual report or the Proxy Statement, Shareholders should contact the Trust at 1-877-386-3890.

Shareholders of the Trust are being asked to elect four new Trustees (together, the "Nominees") to the Board: Mark Berg, Joe Stowell and Brian J. Wildman (together, the "Independent Nominees") and H. Bruce Bond (the "Interested Nominee").

The Trust is governed by the Board, which has oversight responsibility for the management of the Trust's business affairs.  The Trustees of the Board (each, a "Trustee" and collectively, the "Trustees") are responsible for supervising the management of the Trust and serving the needs and best interests of Fund shareholders.  The Trustees establish procedures and oversee and review the performance of the investment adviser, distributor, and service providers of the Trust.

As stated above, the three Independent Nominees are Mark Berg, Joe Stowell and Brian J. Wildman. The Interested Nominee is H. Bruce Bond.  Mr. Bond is deemed to be an "interested person" of the Trust, as that term is defined in the 1940 Act, because he is an executive officer, principal and controlling owner of the Adviser, the Funds' current investment adviser.  The Nominees were recommended for consideration by the Trust's Nominating Committee, which is comprised of the current Trustees of the Trust who are not "interested persons" as that term is defined in the 1940 Act (together, the "Independent Trustees"), by the Adviser in connection with its purchase of certain assets, namely the advisory and sub-advisory agreements pertaining to the Funds and related intellectual property, of Innovator Management LLC ("Innovator Management"), the Funds' prior investment adviser.  Each Independent Nominee was then reviewed and recommended for nomination by the Nominating Committee and approved for nomination by the full Board.  None of the Independent Nominees currently serve as a Trustee of the Trust.  Mr. Bond was appointed to the Board as an Interested Trustee in May 2017. The Board is currently comprised of three Board members, two of whom are Independent Trustees.  If Proposal 1 is approved, the current Independent Trustees will resign and the Board will be comprised of the three Independent Nominees and one Interested Nominee.  The current Independent Trustees plan to resign if Proposal 1 is approved primarily because the Funds' operations are moving to Wheaton, Illinois in connection with the Transaction (as defined below), which is described in Proposal 2, and they believe it is more efficient and cost effective to have a Board comprised of Trustees who are located closer to the Fund's operations, including those of the Adviser.  If Proposal 1 is not approved, then the current Trustees would continue to serve as Trustees and determine what action, if any, to take.

If elected, each Nominee will hold office for an indefinite term until his successor is elected and qualified, or until his earlier death, resignation, or removal.  Each Nominee currently is available and has consented to serve if elected.  If any of the Nominees should become unavailable before the Meeting, the designated proxy holders will have the authority to vote in their discretion for another person or persons who may be nominated as Trustees.

The Nominating Committee recommends Board members, fills vacancies and considers the qualifications of Board members.  The Board has adopted and approved a formal written charter for the Nominating Committee, which provides the Nominating Committee with general criteria to guide the Nominating Committee's choice of candidates to nominate to serve on the Board; however, there are no specific qualifications or requirements to serve on the Board.  The Board believes that, collectively, the Nominees have balanced and diverse experience, skills, attributes and qualifications, that will allow the Board to operate effectively in governing the Trust and protecting the interests of shareholders.  Among the attributes common to all Nominees are their ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with the Trust's investment adviser, sub-advisers, other service providers, counsel and independent auditors; and to exercise business judgment in the performance of their duties as Trustees.  Each Nominee's ability to perform his duties effectively is evidenced by his educational background or professional training; business, consulting or public service positions and experience serving as a Board member of other investment funds, public companies or non-profit entities or other organizations.

The Nominating Committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board.  Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy must submit their recommendations in writing to the Nominating Committee, c/o Academy Funds Trust, 325 Chestnut Street, Suite 512, Philadelphia, PA 19106. Shareholders should include appropriate information on the background and qualifications of any person recommended (e.g., a resume), as well as the candidate's contact information and a written consent from the candidate to serve if nominated and elected.  Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board.  The Nominating Committee consists of the Trust's Independent Trustees.

The adopted and approved Nominating Committee charter is attached as Appendix [B]A to this Proxy Statement.

The Board is responsible for establishing the Trust's policies and for overseeing the management of the Trust.  The Board held 4 meetings during the 12-month period ended November 30, 2016.  The Trust does not have a formal policy regarding Trustee attendance at shareholders' meetings but they encourage Trustees to do so.  The Trust does not hold annual meetings at which Trustees are elected.

None of the Independent Nominees owns, beneficially or of record, securities issued by any investment adviser, including any sub-adviser, or principal underwriter, of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with any of the foregoing [asas of the date of this proxy statement].statement.  Mr. Berg does, however, have a $120,000 passive limited partner equity interest in a real estate fund managed by an adviser controlled by Jeffrey Brown (a minority owner of the Adviser) and in which John Southard (a control person of the Adviser) holds a passive ownership interest.  In addition, Mr. Berg holds a $120,000 passive equity interest in a limited liability company of which John Southard also holds a passive equity interest.  These relationships were not deemed to impact Mr. Berg's independence due to the amount being immaterial in relation to the real estate fund's overall assets and the passive nature of Mr. Southard's involvement in the investments.  The Funds' current Independent Trustees concluded that based on the information provided to them at their March meeting, these business relationships were not significant to the respective overall business activities of Messrs. Berg, Southard, and Brown, and would not be likely to have a material impact on their net worth.  Moreover, the Board was informed that Mr. Berg's investments are treated on the same terms as other investors in the real estate fund or the limited liability company.  Accordingly, the current Independent Trustees concluded that, based on the information available to them, Mr. Berg could serve as an independent Trustee if elected by shareholders.  None of the Nominees beneficially owned shares of the Funds as of December 31, 2016.

Each Independent Trustee is compensated by the Trust.  Trustees who are not Independent Trustees are not compensated by the Trust for serving as Trustee.  Trust officers are not compensated by the Trust.  None of the Nominees currently serve as Trustees of the Trust and therefore the Nominees have not yet received any compensation from the Trust.

Audit Committee:  The Audit Committee monitors accounting and financial reporting policies and practice, and internal controls for the Trust.  It also oversees the quality and objectivity of the Trust's financial statements and the independent audit thereof, and acts as a liaison between the Trust's independent registered public accounting firm and the full Board.  The Trust's Audit Committee consists of the Independent Trustees.  There were two Audit Committee meetings for the Trust held during the fiscal year ended November 30, 2016.

Nominating Committee:  The Nominating Committee recommends Board members, fills vacancies and considers the qualifications of Board members.  The Nominating Committee will consider shareholder recommendations for nomination to the Board only in the event that there is a vacancy on the Board.  Shareholders who wish to submit recommendations for nominations to the Board to fill a vacancy must submit their recommendations in writing to the Nominating Committee, c/o Academy Funds Trust, 325 Chestnut Street, Suite 512, Philadelphia, PA 19106.  Shareholders should include appropriate information on the background and qualifications of any person recommended (e.g., a resume), as well as the candidate's contact information and a written consent from the candidate to serve if nominated and elected.  Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and such recommendations will be kept on file for consideration when there is a vacancy on the Board.  The Trust's Nominating Committee consists of the Independent Trustees. The Nominating Committee did not hold any meetings during the fiscal year ended November 30, 2016.

Selection of Auditors.  The Audit Committee and the Board have selected the firm of Tait, Weller & Baker LLP ("Tait Weller") to serve as auditors of the Trust.  Representatives of Tait Weller are not expected to be present at the Meeting.

Audit Fees.  Please see Appendix [C]B for information regarding the aggregate fees billed for each of the last two fiscal years for professional services rendered by Tait Weller for the audit of the Trust's annual financial statements or for services that are normally provided by Tait Weller in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees.  The Trust was not billed during its last two fiscal years for assurance and related services rendered by Tait Weller that are reasonably related to the performance of the audit, which were not reported under "Audit Fees" above.  For the Trust's last two fiscal years, Tait Weller did not provide services relating to the performance of the audit of the financial statements of the Funds' investment adviser and other service providers under common control with the Funds' investment adviser and that relate directly to the operations or financial reporting of the Trust.

Tax Fees.  Appendix [C]B also includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Tait Weller for tax compliance, tax advice, and tax planning.  The percentage of these fees relating to services approved by the Trust's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(c) of Regulation S-X was 0%.  The aggregate fees billed by Tait Weller for tax-related services provided to the Funds' investment adviser and other service providers under common control with the Funds' investment adviser and that relate directly to the operations or financial reporting of the Trust were $0 for each Trust's last two fiscal years.

Aggregate Non-Audit Fees.  Please see Appendix [C]B for information regarding the aggregate non-audit fees billed by Tait Weller for services rendered to the Trust, its investment adviser, and any entity controlling, controlled by, or under common control with its investment adviser that provides ongoing services to the Trust during the Trust's last two fiscal years.

All Other Fees.  There were no additional fees paid by any Trust during its last two fiscal years for products and services provided by Tait Weller, other than the services reported above.

Pre-Approval Policies and Procedures.  Audit committees must pre-approve all audit services provided by an independent auditor, either specifically or in accordance with established pre-approval policies and procedures that pre-approves specific types of services to be performed by the independent auditor.  Due to the size of the Trust and the Trust's Audit Committee, the Board has not adopted Pre-Approval Policies and Procedures.

In accordance with the Trust's governing documents, forty-percent (40%) of the shares entitled to vote at the Meeting present in person or represented by proxy at the Meeting will constitute a quorum.  ProvidedProxies marked "WITHHOLD" for any or all Nominees will not be voted "FOR" the applicable Nominee(s), but will be counted for purposes of determining whether a quorum is present (including at any adjournment or postponement of the Meeting).  A direction to withhold authority to vote for any Nominee will result in such nominee receiving fewer votes for his election; however, provided that quorum requirements have been satisfied, the Nominees will be elected to the Board by the affirmative vote of a plurality of the votes cast collectively by the Funds' Shareholders. This means that the Nominees receiving the largest number of votes will be elected to fill the available positions and that abstentions and broker non-votes (if any) will have no effect on the approval of Proposal 1. Because four Nominees have been nominated to fill four available positions and each are unopposed, assuming the presence of a quorum, the Nominees are expected to be elected.

Shareholders of each Fund are being asked to approve a new investment advisory agreement between the Trust, on behalf of each Fund, and the Adviser (collectively, the "New Investment Advisory Agreements").  Each Fund is an open-end management investment company under the 1940 Act.

The Funds' prior investment advisory agreements with Innovator Management (the "Prior Investment Advisory Agreements") terminated in connection with the sale of its investment advisory business to the Adviser. As a result of the termination of the Prior Investment Advisory Agreements, the Adviser currently serves as the investment adviser to each Fund pursuant to interim investment advisory agreements pursuant to Rule 15a-4 under the 1940 Act, as approved by the Board, including a majority of its Independent Trustees, at an in-person meeting held on March 23, 2017.  The terms and conditions of the interim investment advisory agreements are substantially identical to the terms of the Prior Investment Advisory Agreements.  However, the interim investment advisory agreements are temporary and will expire after 150 days.  Accordingly, the New Investment Advisory Agreements must be approved by Shareholders in order to allow the Adviser to continue to serve as investment adviser to each Fund following the expiration of the interim investment advisory agreements.  Additionally, while the interim agreements are in effect, the advisory fees payable under such agreements will be held in an interest-bearing escrow account.  If the New Investment Advisory Agreements are approved, the escrowed fees, including interest earned, will be paid to the Adviser and if such agreements are not approved, the Adviser will be paid the lesser of the costs of performing the interim agreements or the total amount held in escrow plus interest earned. For a general description of the proposed New Investment Advisory Agreements and a comparison of the New Investment Advisory Agreements and the Prior Investment Advisory Agreements, see "The New Investment Advisory Agreements" section below.  The forms of the New Investment Advisory Agreements are provided in Appendix [D].C.

Shareholders of each Fund are therefore being asked to approve a New Investment Advisory Agreement.  If approved by a Fund's Shareholders, the New Investment Advisory Agreement would become effective as of the date of execution.

On May 9, 2017, the Adviser purchased certain assets, namely the advisory and sub-advisory agreements pertaining to the Funds and the intellectual property, of Innovator Management, the Funds' prior investment adviser (the "Transaction"). The Transaction constituted an assignment of each Fund's Prior Investment Advisory Agreement with Innovator Management, causing such agreements to terminate.  The termination of each Fund's Prior Investment Advisory Agreement with Innovator Management also triggered the termination of each Fund's investment sub-advisory agreement.

Prior to the closing of the Transaction, the Board, including a majority of its Independent Trustees , approved interim investment advisory agreements and interim investment sub-advisory agreements in reliance on Rule 15a-4 of the 1940 Act.  Rule 15a-4 allows the Adviser and Sub-Advisers (defined below) to provide advisory services to the Funds for a maximum of 150 days following the completion of the Transaction under the same terms and conditions, in all material respects, and for the same fees as provided pursuant to the Prior Investment Advisory Agreements and prior investment sub-advisory agreements, respectively, pending shareholder approval of the New Investment Advisory Agreements.  Innovator Management and the Trust requested and received an exemptive order from the SEC on July 9, 2015 which exempts Innovator Management and the Trust from certain of the shareholder approval requirements of Section 15(a) of the 1940 Act and allows the Board, subject to certain conditions, to appoint new, unaffiliated sub-advisors, such as the Sub-Advisers, and approve new investment sub-advisory agreements on behalf of the Trust without shareholder approval.  At an in-person meeting held on March 23, 2017, the Board , including a majority of its Independent Trustees, approved a new investment sub-advisory agreement on behalf of each Fund that will become effective concurrent with shareholder approval of the respective Fund's New Investment Advisory Agreement (each a "New Sub-Advisory Agreement," and  collectively, the "New Sub-Advisory Agreements").  As a result, shareholder approval of a Fund's New Sub-Advisory Agreement is not required.

The Board and the Adviser currently do not anticipate any changes to the Funds' service providers, other than fund counsel and counsel to the Independent Trustees.  The Board was satisfied that the proposed new counsel for the Funds had the requisite expertise to advise the Funds and their Board on legal matters related to Fund operations, and that their closer proximity to the Funds' new headquarters would promote operational efficiencies.  Further, the Board will continue to make decisions regarding, among other matters, the independent public accountant, custodian, and transfer agent of the Funds.  Although a key employee of the Funds' prior investment adviser and an officer of the Trust, changed in connectionDavid Jacovini, decided not to continue working with the Funds after the closing of the

Transaction, Mr. Michael Gries, the Trust's current Chief Compliance Officer ("CCO"), will continue to serve as CCO of the Funds and of the Adviser.  The Board was comfortable with the abilities of Messrs. Bond and Southard to lead the Adviser and manage the Funds' assets after the Transaction closed and Mr. Jacovini was no longer involved with the Funds' operations, particularly in light of the fact that Mr. Gries would continue to serve as the Funds' CCO.

Section 15(f) of the 1940 Act provides a non-exclusive safe harbor whereby an investment adviser (such as the Adviser) to an investment company (such as the Funds) may receive payment or benefit in connection with the sale of an interest in the investment

Following the Transaction, subject to shareholder approval of the Nominees, the Board will be comprised of three Independent Trustees and one Interested Trustee, consistent with the trustee independence requirements of the safe harbor.  Moreover, the Adviser has agreed that it will, and will cause each of its affiliates to, conduct its business and use commercially reasonable efforts in such a way as to ensure that no undue burden is imposed on the Funds as contemplated by Section 15(f) due to the Transaction. Based on these representations, the Board determined that it did not believe that any unfair burden would be imposed on the Funds due to the Transaction.  The Board also determined to comply with the requirement that 75% of its trustees would not be interested persons of either the Adviser or Innovator Management for a period of at least three years following the assignment of the Funds' Prior Investment Advisory Agreements.

The New Investment Advisory Agreements are substantially identical to the Prior Investment Advisory Agreements.  Appendix [D]C contains the form of New Investment Advisory Agreement.  The following description of the New Investment Advisory Agreements is qualified in its entirety by reference to the full text of the agreement as set forth in Appendix [D]C .  The key features of the New Investment Advisory Agreements and Prior Investment Advisory Agreements are described below.

The Prior Investment Advisory Agreements generally provide that, subject to the supervision and control of the Board, the investment adviser will either directly or indirectly, by employing a suitable sub-adviser: (a) manage the investment and reinvestment of  the Funds' assets; (b) regularly make decisions as to what securities to purchase and sell on behalf of a Fund and shall record and implement such decisions and shall furnish the Board with such information and reports regarding a Fund's investments as the investment manager deems appropriate or as the Board may reasonably request; and (c) subject to the primary objective of obtaining the best price and execution reasonably available, place orders for the purchase and sale of portfolio securities for a Fund with such broker-dealers as it may select from time to time.  Under the New Investment Advisory Agreements, the Adviser, as investment adviser to the Funds, would provide substantially the same the investment advisory services that Innovator Management provided under the Prior Investment Advisory Agreements.  Additionally, subject to substantially the same terms and conditions as provided in the Prior Investment Advisory Agreements, McKinley Capital Management, LLC ("McKinley"), the Innovator McKinley Income Fund's current investment sub-adviser, and Penserra Capital Management LLC ("Penserra"), the Innovator IBD^® 50 Fund's current sub-adviser, have been delegated portfolio management responsibilities subject to the supervision of the Adviser pursuant to interim investment sub-advisory agreements.  As noted above, the Board also approved a New Sub-Advisory Agreement on behalf of each Fund that will become effective concurrent with shareholder approval of the respective New Investment Advisory Agreement.

Innovator McKinley Income Fund. The fee to be paid by the Fund for investment advisory services under the New Investment Advisory Agreement is identical to the fee paid under the Prior Investment Advisory Agreement. As compensation for the services rendered under the New Investment Advisory Agreement, the Fund will pay the Adviser a fee at an annual rate of 1.00%, as a

percentage of the Fund's average daily net assets.  Additionally, the Adviser has contractually agreed to waive its advisory fees and/or assume as its own expense certain expenses otherwise payable by the Fund to the extent necessary to ensure that total annual fund operating expenses do not exceed 1.10% of average daily net assets through May 9, 2019 (excluding any Rule 12b-1 fees (as applicable), taxes, interest, brokerage fees, acquired fund fees and expenses, expenses incurred in connection with any merger, reorganization or proxy solicitation, litigation, and other extraordinary expenses).  As a result, there are no material changes to the expense caps to which the Fund was subject prior to the Transaction.   Pursuant to its expense limitation agreement with the Fund, the Adviser is entitled to recoup any fees that it waived and/or Fund expenses that it paid for a period of three years following such fee waivers and expense payments, to the extent that such recoupment by the Adviser will not cause the Fund to exceed any applicable expense limitation that was in place for the Fund when the fees were waived or expenses were paid.  The expense waiver agreement may be terminated by the Board or the termination of the advisory agreement.

For the fiscal periods ended November 30, 2014, November 30, 2015 and November 30, 2016, the Fund paid Innovator Management $1,044,157 ($862,382 after fee waiver), $683,457 ($498,739 after fee waiver) and $339,347 ($140,233 after fee waiver), respectively, for its investment advisory services pursuant to the Prior Investment Advisory Agreement.

Innovator IBD^® 50 Fund.  The fee to be paid by the Fund for investment advisory services under the New Investment Advisory Agreement is identical to the fee paid under the Prior Investment Advisory Agreement. As compensation for the services rendered under the New Investment Advisory Agreement, the Fund will pay the Adviser a fee at an annual rate of 0.70%, as a percentage of the Fund's average daily net assets.  The Adviser has contractually agreed to waive its advisory fees and/or assume as its own expense certain expenses otherwise payable by the Fund to the extent necessary to ensure that total annual fund operating expenses do not exceed 0.80% of average daily net assets from through May 9, 2019 (excluding any Rule 12b-1 fees, taxes, interest, brokerage fees, acquired fund fees and expenses, expenses incurred in connection with any merger, reorganization or proxy solicitation, litigation, and other extraordinary expenses).  As a result, there are no material changes to the expense caps to which the Fund was subject prior to the Transaction.   Pursuant to its expense limitation agreement with the Fund, the Adviser is entitled to recoup any fees that it waived and/or Fund expenses that it paid for a period of three years following such fee waivers and expense payments, to the extent that such recoupment by the Adviser will not cause the Fund to exceed any applicable expense limitation that was in place for the Fund when the fees were waived or expenses were paid.  The expense waiver agreement may be terminated by the Board or the termination of the advisory agreement.

For the fiscal periods ended November 30, 2015 and November 30, 2016, the Fund paid the Innovator Management $248,774 ($132,434 after fee waiver) and $289,338 ($153,363 after fee waiver), respectively, for its investment advisory services pursuant to the Prior Investment Advisory Agreement.  Due to the termination of the Prior Investment Advisory Agreement, neither Innovator Management nor the Adviser may not recoup any fees waived by Innovator Management under such agreement.

Both the Prior and New Investment Advisory Agreements provide that the Trust, on behalf of the Funds, shall conduct its own business and affairs and shall bear the expenses and salaries necessary and incidental thereto including, but not in limitation of the foregoing, the costs incurred in: the maintenance of its corporate existence; the maintenance of its registration statement under applicable federal securities laws; preparation, filing and printing of its prospectus(es), statement(s) of additional information and sales literature; the maintenance of its compliance program; the compensation of its compliance officer(s); the maintenance of its own books, records and procedures; dealing with its own shareholders; the payment of dividends; transfer of stock, including issuance, redemption and repurchase of shares; preparation of share certificates; reports and notices to shareholders; calling and holding of shareholders' meetings; miscellaneous office expenses; brokerage commissions; custodian fees; legal and accounting fees; and taxes.  Further, both the Prior and New Investment Advisory Agreements provide that the Trust may obtain office space and facilities from the Adviser and will reimburse the Adviser for its rent or other expenses thereby incurred.

Under the both the Prior and New Investment Advisory Agreements, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties to a Fund, the Adviser shall not be liable to the Trust, a Fund or to any Trustee or shareholder of the Trust or a Fund for any loss or damage arising from any action or omission in the course of, or connected with, rendering services under the Prior and New Investment Advisory Agreements or for any losses that may be sustained in the purchase, holding or sale of any investment or security, or otherwise. The Adviser will exercise its best judgment in rendering the services described under the Prior and New Investment Advisory Agreements.

If approved by Shareholders of the Funds, the New Investment Advisory Agreements shall remain in force for an initial term of two years from the date of their execution. Thereafter, a New Investment Advisory Agreement will continue in effect from year to year only if such continuance is specifically approved at least annually by both (i) the vote of a majority of a Fund's Board or the vote of a "majority of the outstanding voting securities" of the Fund, and (ii) the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.  The Prior Investment Advisory Agreements contain similar provisions regarding their terms and continuance.

The New Investment Advisory Agreements may be terminated at any time without the payment of any penalty, by (i) the Board, or by vote of holders of a 1940 Act Majority of a Fund's shares upon sixty (60) days written notice to the Adviser, or (ii) by the Adviser upon sixty (60) days written notice to a Fund.  The Prior Investment Advisory Agreements contained identical termination provisions.

Innovator Management served as each Fund's investment adviser since inception pursuant to the Prior Investment Advisory Agreements.  The Prior Investment Advisory Agreements with respect to the Innovator McKinley Income Fund and Innovator IBD^® 50 Fund became effective on October 29, 2015 and April 7, 2015, respectively.  The Prior Investment Advisory Agreement with respect to the Innovator McKinley Income Fund was previously submitted to shareholders on August 7, 2015 in connection with a change-of-control of Innovator Management.  A discussion of the basis for the Board's approval of the Prior Investment Advisory Agreement with respect to the Innovator McKinley Income Fund is available in the Trust's annual report to Shareholders for the fiscal period ended November 30, 2015.

The services provided pursuant to the Prior Investment Advisory Agreements will continue to be provided to the Funds if the New Investment Advisory Agreements are approved.  The Adviser does not provide investment management services to other registered funds that have investment objectives similar to the investment objectives of the Funds.

McKinley, located at 3301 C Street, Suite 500, Anchorage, AK 99503, is the Innovator McKinley Income Fund's sub-adviser.  As noted above, the prior investment sub-advisory agreement, dated October 29, 2015, between Innovator Management and McKinley was terminated as a result of the Transaction.  McKinley, however, continues to manage the day-to-day investment and reinvestment of the assets in the Fund and is responsible for the day-to-day portfolio management of the Fund, including adherence to the Fund's investment objective and strategies, pursuant to an interim investment sub-advisory agreement between the Adviser and McKinley that was approved by the Board prior to the Transaction.  McKinley is expected to continue to provide sub-advisory services to the Fund pursuant to the Fund's New Sub-Advisory Agreement that will become effective concurrent with shareholder approval of the Fund's New Investment Advisory Agreement. The services provided by McKinley to the Fund and the fees paid by the Adviser to McKinley were not affected by the Transaction.   The New Sub-Advisory Agreement has an initial term of two years and may be further renewed after its initial term only so long as such renewal and continuance are specifically approved at least annually by the Board or by vote of a majority of the outstanding voting securities of the Fund, and only if the terms of the renewal thereof have been approved by the vote of a majority of the Trustees who are not parties thereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The New Sub-Advisory Agreement may be terminated (i) by the Adviser or the Trust at any time on written notice to McKinley of the Adviser's or the Trust's intention to do so and (ii) by the Trust, pursuant to action by the Board or pursuant to the vote of a majority of the outstanding voting securities of the Fund. McKinley may terminate the New Sub-Advisory Agreement at any time on sixty (60) days' written notice to the Adviser and the Trust of its intention to do so. The New Sub-Advisory Agreement will terminate automatically in the event of its assignment. The New Sub-Advisory Agreement

shall automatically terminate upon the termination of the Fund's New Investment Advisory Agreement, if such agreement is approved with respect to the Fund. McKinley's fee is paid by the Adviser.

Penserra, located at 140 Broadway, 26th Floor, New York, NY 10005, is the Innovator IBD^® 50 Fund's sub-adviser.  As noted above, the prior investment sub-advisory agreement, dated April 7, 2015, between Innovator Management and Penserra was terminated as a result of the Transaction.  Penserra, however, continues to manage the day-to-day investment and reinvestment of the assets in the Fund and is responsible for the day-to-day portfolio management of the Fund, including adherence to the Fund's investment objective and strategies, pursuant to an interim investment sub-advisory agreement between the Adviser and Penserra that was approved by the Board prior to the Transaction.  Penserra is expected to continue to provide sub-advisory services to the Fund pursuant to the Fund's New Sub-Advisory Agreement that will become effective concurrent with shareholder approval of the Fund's New Investment Advisory Agreement. 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 in accordance with the investment advice formulated by, and model portfolios delivered by, the Adviser. The services provided by Penserra to the Fund and the fees paid by the Adviser to Penserra were not affected by the Transaction.  The New Sub-Advisory Agreement has an initial term of two years and may be further renewed after its initial term only so long as such renewal and continuance are specifically approved at least annually by the Board or by vote of a majority of the outstanding voting securities of the Fund, and only if the terms of the renewal thereof have been approved by the vote of a majority of the Trustees who are not parties

To assure the presence of a quorum at the Meeting, please promptly execute and return the enclosed proxy. A self-addressed, postage-paid envelope is enclosed for your convenience. Alternatively, you may vote by telephone or through the Internet at the number or website address printed on the enclosed proxy card(s).

Innovator Capital Management, LLC (the "Adviser") is located at 120 N. Hale Street, Suite 200, Wheaton, Illinois 60187.  Messrs. H. Bruce Bond and John Southard may be deemed to control the Adviser due to their ownership interests in and/or positions with the Adviser. The Adviser is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended.  Jeffrey Brown owns a minority interest in the Adviser.

The executives of the Adviser and their positions with the Trust are listed below.  The address of each person listed, as it relates to the person's position with the Adviser or the Trust, is 120 N. Hale Street, Suite 200, Wheaton, Illinois 60187.

Quasar Distributors, LLC (the "Distributor"), located at 615 E. Michigan St., Milwaukee, WI 53202, serves as the principal underwriter of the Trust's shares pursuant to a Distribution Agreement with each Fund (each, a "Distribution Agreement"). Shares of the Innovator McKinley Income Fund are offered on a continuous basis by the Distributor and may be purchased directly by contacting the Distributor or the Trust. The Distributor continually distributes Shares of the Innovator IBD^® 50 Fund on a best effort basis.  The Distributor has no obligation to sell any specific quantity of shares of the Innovator IBD^® 50 Fund.  Shares are continuously offered for sale by the Innovator IBD^® 50 Fund through the Distributor only in Creation Units, as described in the Fund's Prospectus and SAI.

The Distribution agreement on behalf of each Fund is renewable annually and the Board annually reviews fees paid to the Distributor. The Distributor is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, and each state's securities laws and is a member of the Financial Industry Regulatory Authority.

For the fund accounting services rendered to the Funds by the Fund Accountant, each Fund pays the Fund Accountant an asset-based fee plus certain out-of-pocket expenses, including pricing expenses.

U.S. Bank, N.A., Custody Operations, 1555 N. River Center Drive, Suite 302, Milwaukee, WI 53212, serves as custodian for the Funds' cash and securities.  Pursuant to a Custodian Servicing Agreement with each Fund, it is responsible for maintaining the books and records of the Fund's portfolio securities and cash.  The Custodian receives a minimum annual fee of $4,000 or 0.0040% of the average daily market value of each Fund, whichever is greater.  The Custodian is also entitled to certain out-of-pocket expenses and portfolio transaction fees.  The Custodian does not assist in, and is not responsible for, investment decisions involving assets of the Funds. U.S. Bancorp Fund Services, LLC, each Fund's Administrator, also acts as the Funds' transfer and dividend agent. U.S.  Bancorp Fund Services, LLC has its principal office at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

The Innovator McKinley Income Fund did not make any payments to an affiliated broker for the fiscal years ended November 30, 2015 and November 30, 2016.

For the fiscal periods ended November 30, 2015 and November 30, 3016, the Innovator IBD^® 50 Fund paid brokerage commissions on trades of securities to an affiliated broker of the Fund as follows:

Shareholders can obtain a copy of each Fund's most recent annual and semi-annual reports, without charge, through the Fund's Internet website (www.innovatorfunds.com) or by calling 1-877-386-3890. Copies of the annual and semi-annual reports of each Fund are also available on the EDGAR Database on the SEC's Internet site at www.sec.gov.

As of June 1,5, 2017, the Innovator McKinley Income Fund had [______]1,974,985.158 outstanding shares. As of the same date, each class of the Innovator McKinley Income Fund had the following outstanding shares: [________]1,974,577.529 (Investor) and [________]317.629 (Institutional).

As of June 1,5, 2017, the Innovator IBD^® 50 Fund had [______]1,500,000 outstanding shares.

As of June 1,5, 2017, the Funds were aware that the following persons or entities owned of record 5% or more of the outstanding shares of the Funds:

As of June 1,5, 2017, to the knowledge of the Funds' management, the Trustees and officers of the Trust collectively owned less than 1% of the outstanding shares of each class of shares of the Funds, except that the Trustees and officers collectively own 100% of the Institutional Class Shares of the Innovator McKinley Income Fund.]

Only Shareholders owning shares of a Fund at the close of business on June 1,5 , 2017, may vote.  Shareholders of record on the Record Date are entitled to be present and to vote at the Meeting. Each Fund share entitles the holder to one vote (and each fractional share is entitled to a proportionate fractional vote).

Each proxy that is properly executed and returned in time to be voted at the Meeting will be voted at the Meeting in accordance with the instructions on the proxy.  The persons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposals) that properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum for the Fund) may adjourn the Meeting with respect to that Fund. The Meeting may also be adjourned by the Chairperson of the Meeting.

Revocation of Proxies. Any proxy may be revoked at any time prior to its use by written notification received by the Trust's Secretary, by the execution and delivery of a later-dated proxy, or by attending the Meeting and voting in person.  Shareholders whose shares are held in "street name" through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person.  Any letter of revocation or later-dated proxy must be received by the appropriate Fund prior to the Meeting and must indicate your name and account number to be effective.  Proxies voted by telephone or Internet may be revoked at any time before they are voted at the Meeting in the same manner that proxies voted by mail may be revoked.

Broker-Dealer Action.   The Trust anticipates that the NYSE will take the position that broker-dealers that are members of the NYSE and that have not received instructions from a customer prior to the date specified in the broker-dealer firms' request for voting instructions may not vote such customer's shares on either of the Proposals.  A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner's shares are to be voted on a Proposal may be deemed to be an instruction to vote FOR the Proposal.

Abstentions and broker non-votes.  Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present but will not be treated as votes cast. "Broker non-votes" occur where: (i) sharesat the Meeting. Broker non-votes are held byproxies from brokers or nominees typically in "street name"; (ii) instructionsthat vote on matters for which they have discretionary authority to vote ("discretionary items," e.g., the election of trustees), but also indicate that they have not been received voting instructions from the beneficial ownersowner or personsother person entitled to vote shares on a particular matter for which the shares; (iii) the brokerbrokers or nominee doesnominees do not have discretionary voting powerauthority to vote ("non-discretionary items," e.g., changes to fundamental investment restrictions). Because the Meeting has both discretionary and non-discretionary items on the agenda, the Funds anticipate receiving broker non-votes. Abstentions and broker non-votes are considered as shares present at the Meeting but are not considered votes cast. As a particular proposal; and (iv) there is at least one other proposal for which, under the Rules of the NYSE, the broker or nominee does have discretionary voting power.  Abstentionsresult, abstentions and broker non-votes will have the same effect as a vote "against" Proposal 2 and"Against" the Proposals requiring a "1940 Act Majority," but will have no effect on the approvalProposals requiring a plurality or majority of Proposal 1.votes cast.

For each Fund, forty percent (40%) of the outstanding shares entitled to vote, which are present in person or represented by proxy, constitutes a quorum for the transaction of business by the Shareholders of the Fund at a Shareholders' meeting.  A Shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time for any reason whatsoever by (i) Shareholders of a Fund entitled to vote holding not less than a majority of the shares present in person or by proxy at the meeting, (ii) the chairperson of the Board, (iii) the president of the Trust in the absence of the chairperson of the Board, or (iv) any vice president or other authorized officer of the Trust in the absence of the president.  Written notice need not be given of the adjourned meeting when a Shareholders' meeting is adjourned to another time or place if the time and place are announced at the meeting, unless the adjournment is for more than sixty (60) days after the date of the original meeting.  In this circumstance, the Board will set a new record date and give written

The Adviser will pay the expenses of the preparation, printing and mailing of this Proxy Statement and its enclosures and of all solicitations.  [ASTAST Fund Solutions, LLC],LLC, a proxy solicitation firm, has been engaged to assist in the solicitation of proxies. The aggregate cost of retaining such proxy solicitation firm is expected to be about $[______]$ 11,246 plus any additional expenses in connection with the solicitation of proxies.  Fees and expenses may be greater depending on the effort necessary to obtain Shareholder votes.  The Adviser will reimburse brokerage firms and others for their expenses in forwarding solicitation material to the Shareholders.

If a Shareholder wishes to present a proposal at a Shareholder meeting that is not to be included in the Trust's proxy statement, the Shareholder must submit the proposal a reasonable time before the proxy statement is mailed; if not, the persons named as proxies may vote the proxies in their discretion with regard to the proposal.