Securities Act File No. 333-258277
As filed with the Securities and Exchange Commission on October 15, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N‑14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ |
Pre‑Effective Amendment No. | ☐ |
Post‑Effective Amendment No. 1 | ☒ |
Innovator ETFs Trust
(Exact Name of Registrant as Specified in Charter)
109 North Hale Street
Wheaton, Illinois 60187
(Address of Principal Executive Office)
Registrant’s Telephone Number, including Area Code: (800) 208-5212
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, New Castle County, Delaware 19808
(Name and Address of Agent for Service)
Copy to:
Morrison C. Warren, Esq. |
Chapman and Cutler LLP |
111 West Monroe Street |
Chicago, Illinois 60603 |
TITLE OF SECURITIES BEING REGISTERED:
Shares of beneficial interest ($0.01 par value per share) of
Innovator Laddered Fund of U.S. Equity Power Buffer ETFs™, a Series of the Registrant and Innovator S&P Investment Grade Preferred ETF, a Series of the Registrant.
No filing fee is required because of reliance on Section 24(f) and an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933.
Explanatory Note
The purpose of this filing is to file as an exhibit updated opinion and consents of counsel and the opinions of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization Innovator Laddered Fund of U.S. Equity Power Buffer ETFs™, a series of Innovator ETFs Trust II with and into Innovator Laddered Fund of U.S. Equity Power Buffer ETFs™, a series of Innovator ETFs Trust, and the reorganization of Innovator S&P Investment Grade Preferred ETF, a series of Innovator ETFs Trust II with and into Innovator S&P Investment Grade Preferred ETF, a series of Innovator ETFs Trust, as required by Form N-14. Parts A and B Registrant’s Registration Statement on Form N-14 (File No. 333-258277) filed with the Securities and Exchange Commission on September 16, 2021 are incorporated by reference herein.
Innovator ETFs Trust
Part C – Other Information
Item 15. Indemnification
Under the terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant's Agreement and Declaration of Trust (“Declaration of Trust”), no officer or trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other party for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws of the Registrant.
Subject to the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817, permits a statutory trust to indemnify and hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. DSTA, Section 3803 protects trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the Registrant or beneficial owner for any act, omission or obligation of the Registrant or any trustee thereof, except as otherwise provided in the Declaration of Trust.
Item 16. Exhibits
(1) |
| (b) Certificate of Trust of Registrant, as filed with the State of Delaware on October 17, 2007 |
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(2) |
(3) | Not Applicable |
(4) |
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(5) | Not Applicable. |
(6) |
| (b) Amended Exhibit A to the Investment Management Agreement |
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(7) | (a) Distribution Agreement by and between the Registrant and Foreside Fund Services, LLC |
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(8) | Not Applicable |
(9) |
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(10) | Not applicable. |
(11) |
(11) |
(12) |
(12) |
(13) |
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(14) |
(15) | Not applicable. |
(16) | Not applicable. |
(17) | Not applicable. |
* Filed herewith.
Item 17. Undertakings
(1) | The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) | The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
(3) | The undersigned registrant agrees to file, by post-effective amendment, opinions of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinions. |
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized in the City of Wheaton, and State of Illinois, on October 15, 2021.
| Innovator ETFs Trust |
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| By: | /s/ H. Bruce Bond |
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| H. Bruce Bond |
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| President |
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date |
/s/ H. Bruce Bond | Chief Executive Officer, President and Trustee | October 15, 2021 |
H. Bruce Bond | ||
/s/ John Southard | Vice President, Treasurer and Principal Financial Accounting Officer | October 15, 2021 |
John Southard | ||
/s/ Mark Berg | Trustee | October 15, 2021 |
Mark Berg | ||
/s/ Joe Stowell | Trustee | October 15, 2021 |
Joe Stowell | ||
/s/ Brian J. Wildman | Trustee | October 15, 2021 |
Brian J. Wildman |
Index to Exhibits