Certified Annual Shareholder Report for Management Investment Companies (n-csr)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22926

Innovator ETFs Trust II

(Exact name of registrant as specified in charter)

109 N. Hale Street

Wheaton, IL 60187

(Address of principal executive offices) (Zip code)

Chapman and Cutler LLP

111 West Monroe St

Chicago, IL 60603
(Name and address of agent for service)

800-208-5212

Registrant's telephone number, including area code

Date of fiscal year end: October 31, 2019

Date of reporting period: October 31, 2019

Item 1. Reports to Stockholders.

TABLE OF CONTENTS

Letter to Shareholders	1
Fund Performance	3
Expense Example	7
Schedules of Investments	9
Statements of Assets and Liabilities	19
Statements of Operations	20
Statements of Changes in Net Assets	21
Financial Highlights	22
Notes to Financial Statements	24
Report of Independent Registered Public Accounting Firm	36
Trustees and Officers	38
Additional Information	40

INNOVATOR ETFs TRUST II

Letter to Shareholders (Unaudited)

Dear Valued Shareholders,

The following shareholder letter covers the period ended October 31, 2019.

Thank you for your interest in the Innovator Lunt Low Vol/High Beta (LVHB) Tactical ETF and Innovator S&P Investment Grade Preferred ETF.

During the one-year period, LVHB outperformed the S&P 500 index benefitting from its maintained low volatility posture. This has been a positive contributor given that while the overall market has trended upward, it has not been a smooth ride.

It is important to recall that this strategy evaluates the underlying low volatility and high beta factors’ performance on a monthly basis and then applies risk metrics to evaluate the factors’ risk-adjusted relative strength. This monthly evaluation is meant to discern and identify any trends in the factors that would lead the fund to rotate from one factor to the other. So, while the ETF remained in low volatility for this one-year period, this is not to say that this trend will continue. At the end of October 2019, the model was the closest to rotating to high beta than it had been at any other point during the overall period.

The Innovator S&P Investment Grade Preferred ETF remains uniquely positioned as the only pure investment grade preferred ETF in the market. Over the reporting period, the ETF returned 12.75% compared to the broad preferred market’s return of 11.61%. The ETF benefitted from the price appreciation of investment grade preferreds that had previously been trading at steep discounts to par. The ETF serves as a tool for investors to improve credit quality within their preferred portfolios which may be beneficial if we see credit spreads widen in 2020.

We at Innovator remain grateful for the trust and support you have put in us and wish you a happy holiday season.

Sincerely,

Bruce Bond

Chief Executive Officer

1

INNOVATOR ETFs TRUST II

Letter to Shareholders (Unaudited) (Continued)

The views in this report were those of the Fund’s CEO as of October 31, 2019 and may not reflect his views on the date that this report is first published or anytime thereafter. These views are intended to assist shareholders in understanding their investments and do not constitute investment advice.

Investing involves risks. Principal loss is possible. Along with general market risks, an ETF that concentrates its investments in the securities of a particular industry, market, sector, or geographic area may be more volatile than a fund that invests in a broader range of industries. Additionally, the Fund may invest in securities that have additional risks. Foreign companies can be more volatile, less liquid, and subject to the risk of currency fluctuations. This risk is greater for emerging markets. Small- and mid-cap companies can have limited liquidity and greater volatility than large-cap companies. Also, ETFs face numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/ redemption process of the Fund. Unlike mutual funds, ETFs may trade at a premium or discount to their net asset value. ETFs are bought and sold at market price and not individually redeemed from the fund. Brokerage commissions will reduce returns.

2

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Fund Performance

October 31, 2019 (Unaudited)

The following chart compares the value of a hypothetical $10,000 investment in the Innovator S&P Investment Grade Preferred ETF from its inception (May 23, 2016) to October 31, 2019 as compared with the S&P U.S. High Quality Preferred Stock Index and the S&P U.S. Preferred Stock Index.

Growth of a Hypothetical $10,000 Investment

at October 31, 2019

	Average Annual Total Returns As of October 31, 2019
	1 Year			3 Years			Since Inception		^(a)
Innovator S&P Investment Grade Preferred ETF
NAV Return		12.75	%		4.66	%		4.23	%
Market Return		13.08	%		4.66	%		4.23	%
S&P U.S. High Quality Preferred Stock Index		13.22	%		5.24	%		4.83	%
S&P U.S. Preferred Stock Index		11.61	%		5.53	%		5.30	%

^(a)	Inception date is May 23, 2016.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. As of the latest prospectus, the net expense ratio of the Fund was 0.47%. For the most recent month-end performance, please visit the Fund’s website at innovatoretfs.com.

3

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Fund Performance

October 31, 2019 (Unaudited) (Continued)

The line graph and performance table do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of Fund shares. Returns shown for the Fund, the S&P U.S. High Quality Preferred Stock Index and the S&P U.S. Preferred Stock Index include the reinvestment of all dividends, if any.

The S&P U.S. High Quality Preferred Stock Index is designed to provide exposure to U.S. - listed preferred stocks that meet a minimum size, liquidity, type of issuance, and quality criteria.

The S&P U.S. Preferred Stock Index generally represents the U.S. preferred stock market.

The Fund’s portfolio holdings may differ significantly from the securities held in the relevant index and, unlike an exchange-traded fund, the performance of an unmanaged index does not reflect deductions for transaction costs, taxes, management fees or other expenses.

You cannot invest directly in an index.

Premium/Discount Information:

Information regarding the differences between the price of the Fund’s shares on the secondary market and the Fund’s net asset value is available at innovatoretfs.com/EPRF.

4

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Fund Performance

October 31, 2019 (Unaudited)

The following chart compares the value of a hypothetical $10,000 investment in the Innovator Lunt Low Vol/High Beta Tactical ETF from its inception (October 19, 2016) to October 31, 2019 as compared with the Lunt Capital U.S. Large Cap Equity Rotation Index and the S&P 500^® Index.

Growth of a Hypothetical $10,000 Investment

at October 31, 2019

	Average Annual Total Returns As of October 31, 2019
	1 Year			3 Years			Since Inception		^(a)
Innovator Lunt Low Vol/High Beta Tactical ETF
NAV Return		22.17	%		15.52	%		14.78	%
Market Return		22.10	%		15.49	%		14.76	%
Lunt Capital U.S. Large Cap Equity Rotation Index		22.94	%		16.29	%		15.55	%
S&P 500^®Index		14.33	%		14.91	%		14.42	%

^(a)	Inception date is October 19, 2016.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. As of the latest prospectus, the net expense ratio of the Fund was 0.52%. This expense ratio includes other expenses of 0.03%. For the most recent performance, please visit the Fund’s website at innovatoretfs.com.

5

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Fund Performance

October 31, 2019 (Unaudited) (Continued)

The line graph and performance table do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the redemption of Fund shares. Returns shown for the Fund, the Lunt Capital U.S. Large Cap Equity Rotation Index and the S&P 500^® Index include the reinvestment of all dividends, if any.

The Lunt Capital U.S. Large Cap Equity Rotation Index utilizes Lunt Capital’s proprietary relative strength methodology to rotate between the holdings of one of two sub-indices, the S&P 500^® Low Volatility Index and the S&P 500^® High Beta Index. The S&P 500^® Low Volatility Index is composed of the 100 securities comprising the S&P 500^® Index that have exhibited the lowest realized volatility over the prior 12 months. The S&P 500^® High Beta Index is composed of the 100 securities comprising the S&P 500^® Index that have exhibited the highest sensitivity to market movements, or “beta”, over the prior 12 months.

The S&P 500^® Index is an unmanaged, capitalization-weighted index generally representative of the U.S. market for large capitalization stocks.

The Fund’s portfolio holdings may differ significantly from the securities held in the relevant index and, unlike an exchange-traded fund, the performance of an unmanaged index does not reflect deductions for transaction costs, taxes, management fees or other expenses.

You cannot invest directly in an index.

Premium/Discount Information:

Information regarding the differences between the price of the Fund’s shares on the secondary market and the Fund’s net asset value is available at innovatoretfs.com/LVHB.

6

INNOVATOR ETFs TRUST II

Expense Example

For the Period Ended October 31, 2019 (Unaudited)

As a shareholder of the Funds you incur two types of costs: (1) ongoing costs, including management fees and other Fund expenses; and (2) transaction costs including brokerage commissions on the purchase and sale of Fund shares. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period ended October 31, 2019 for each Fund.

The actual account values and actual expenses of the Innovator Lunt Low Vol/High Beta Tactical ETF are based on the period from October 1, 2019 through October 31, 2019 to reflect the one month period. The Fund’s fiscal year end changed from September 30 to October 31 each year as of October 1, 2019.

Actual Expenses

The first line under each Fund in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for the Funds under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

7

INNOVATOR ETFs TRUST II

Expense Example

For the Period Ended October 31, 2019 (Unaudited) (Continued)

Hypothetical Example for Comparison Purposes

The second line under each Fund in the following table provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the respective Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions on the purchases and sales of Fund shares. Therefore, the second line under the Funds in the table is useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

					Expenses			Annualized
					Paid			Expense
	Beginning Account Value		Ending Account Value		During the Period			Ratio for the Period
Innovator S&P Investment Grade Preferred ETF (NAV)
Actual	$	1,000.00	$	1,061.80	$	2.44	^(a)		0.47	%
Hypothetical		1,000.00		1,022.84		2.40	^(a)
Innovator Lunt Low Vol/High Beta Tactical ETF (NAV)
Actual		1,000.00		995.80		0.42	^(b)		0.49	%
Hypothetical		1,000.00		1,022.74		2.50	^(a)

^(a)	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six month period).

^(b)	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 31/365 (to reflect the one month period).

8

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Schedule of Investments

October 31, 2019

	Shares		Value
PREFERRED STOCKS - 99.85% ^(a)
Banks - 25.41%
Bank of America Corp., Series 2, 3.000% to 11/28/2019 then 3-Month Libor + 0.650%		2,240	$	45,382
Bank of America Corp., Series 4, 4.000% to 11/28/2019 then 3-Month Libor + 0.750%		1,984		45,513
Bank of America Corp., Series 5, 4.000% to 11/21/2019 then 3-Month Libor + 0.500%		2,000		45,680
Bank of America Corp., Series CC, 6.200%		1,744		45,466
Bank of America Corp., Series E, 4.000% to 11/15/2019 then 3-Month Libor + 0.350% ^(b)		1,872		45,040
Bank of America Corp., Series EE, 6.000%		1,728		45,343
Bank of America Corp., Series GG, 6.000%		1,648		44,908
Bank of America Corp., Series HH, 5.875%		1,648		44,727
Bank of America Corp., Series KK, 5.375%		1,696		45,131
Bank of America Corp., Series LL, 5.000%		1,744		45,257
Bank of America Corp., Series Y, 6.500%		1,776		45,395
BB&T Corp., 5.625%		6,064		161,363
BB&T Corp., Series F, 5.200% ^(b)		6,496		165,973
BB&T Corp., Series G, 5.200%		6,512		166,251
HSBC Holdings PLC, Series A, 6.200%		18,768		494,538
JPMorgan Chase & Co., Series AA, 6.100%		3,168		81,291
JPMorgan Chase & Co., Series BB, 6.150%		3,168		81,449
JPMorgan Chase & Co., Series DD, 5.750%		2,960		80,512
JPMorgan Chase & Co., Series EE, 6.000%		2,912		82,963
JPMorgan Chase & Co., Series P, 5.450%		3,216		80,529
JPMorgan Chase & Co., Series Y, 6.125%		3,216		81,397
Northern Trust Corp., Series C, 5.850%		19,504		492,672
State Street Corp., Series C, 5.250%		4,880		124,098
State Street Corp., Series D, 5.900% to 03/15/2024 then 3-Month Libor + 3.108%		4,464		123,206
State Street Corp., Series E, 6.000%		4,896		124,358
State Street Corp., Series G, 5.350% to 03/15/2026 then 3-Month Libor + 3.709%		4,576		126,892
The Bank of New York Mellon Corp., 5.200%		19,120		488,898

The accompanying notes are an integral part of these financial statements.

9

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
The PNC Financial Services Group, Inc., Series P, 6.125% to 05/01/2022 then 3-Month Libor + 4.067%		8,976	$	244,057
The PNC Financial Services Group, Inc., Series Q, 5.375%		9,552		247,110
US Bancorp., 5.150%		4,864		123,740
US Bancorp., Series B, 3.500% to 1/15/2020 then 3-Month Libor + 0.600%		5,776		125,628
US Bancorp., Series F, 6.500% to 01/15/2022 then 3-Month Libor + 4.468%		4,480		122,573
US Bancorp., Series K, 5.500%		4,496		122,021
Wells Fargo & Co., 5.200%		1,632		41,306
Wells Fargo & Co., Series L, 7.500%		32		48,304
Wells Fargo & Co., Series O, 5.125%		1,632		41,257
Wells Fargo & Co., Series P, 5.250%		1,632		41,339
Wells Fargo & Co., Series Q, 5.850% to 09/15/2023 then 3-Month Libor + 3.090%		1,536		41,364
Wells Fargo & Co., Series R, 6.625% to 03/15/2024 then 3-Month Libor + 3.690%		1,472		42,497
Wells Fargo & Co., Series T, 6.000%		1,616		41,127
Wells Fargo & Co., Series V, 6.000%		1,600		41,696
Wells Fargo & Co., Series W, 5.700%		1,584		41,057
Wells Fargo & Co., Series X, 5.500%		1,600		41,584
Wells Fargo & Co., Series Y, 5.625%		1,536		40,504
				4,901,396
Capital Markets - 10.30%
Apollo Global Management, Inc., Series A, 6.375%		9,328		245,979
Apollo Global Management, Inc., Series B, 6.375%		9,232		248,618
Highland Income Fund, Series A, 5.375%		19,824		499,367
KKR & Co., Inc., Series A, 6.750%		9,232		248,986
KKR & Co., Inc., Series B, 6.500%		9,136		246,581
Oaktree Capital Group LLC, Series A, 6.625%		9,216		248,556
Oaktree Capital Group LLC, Series B, 6.550%		9,248		248,679
				1,986,766

The accompanying notes are an integral part of these financial statements.

10

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
Diversified Financial Services - 5.07%
Allied Capital Corp., 6.875%, 04/15/2047		9,136	$	237,536
Ares Management Corp., Series A, 7.000%		9,008		241,144
The Charles Schwab Corp., Series C, 6.000% ^(b)		18,560		500,007
				978,687
Electric - 10.14%
Alabama Power Co., Series A, 5.000%		18,704		490,793
Duke Energy Corp., 5.125%, 01/15/2073		9,568		242,549
Duke Energy Corp., Series A, 5.750%		8,944		249,538
NextEra Energy Capital Holdings Inc., 5.000%, 01/15/2073		9,728		243,978
NextEra Energy Capital Holdings Inc., Series I, 5.125%, 11/15/2072		9,760		245,562
PPL Capital Funding, Inc., Series B, 5.900%, 04/30/2073		19,008		483,373
				1,955,793
Hand & Machine Tools - 2.58%
Stanley Black & Decker, Inc., 5.750%, 07/25/2052		19,216		497,118

Insurance - 33.29%
Aegon NV, 6.375%		9,520		241,046
Aegon NV, Series 1, 4.000% to 12/16/2019 then 3-Month Libor + 0.875%		10,352		248,344
American International Group Inc., Series A, 5.850%		18,208		494,711
Arch Capital Group Ltd., Series E, 5.250% ^(b)		9,792		249,696
Arch Capital Group Ltd., Series F, 5.450%		9,600		249,120
Aspen Insurance Holdings Ltd., 5.625%		6,336		164,989
Aspen Insurance Holdings Ltd., 5.625%		6,432		168,647
Aspen Insurance Holdings Ltd., 5.950% to 07/01/2023 then 3-Month Libor + 4.060%		5,856		157,878
Athene Holding Ltd., Series A, 6.350% to 06/30/2029 then 3-Month USD Libor + 4.253%		8,848		248,717
Athene Holding Ltd., Series B, 5.625%		9,584		254,072
Axis Capital Holdings Ltd., Series D, 5.500%		9,792		247,248
Axis Capital Holdings Ltd., Series E, 5.500%		9,664		249,621
MetLife Inc., Series A, 4.000% to 12/16/2019 then 3-Month Libor + 1.000%		9,984		244,808
MetLife Inc., Series E, 5.625%		8,960		241,920

The accompanying notes are an integral part of these financial statements.

11

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
PartnerRe Ltd., Series H, 7.250%		9,136	$	246,215
PartnerRe Ltd., Series I, 5.875%		9,440		248,272
Prudential Financial, Inc., 5.700%, 03/15/2053		9,568		248,194
Prudential Financial, Inc., 5.750%, 12/15/2052		9,520		246,949
Prudential PLC, 6.500% ^(b)		9,168		246,894
Prudential PLC, 6.750%		9,392		251,518
RenaissanceRe Holdings Ltd., Series E, 5.375%		9,856		249,160
RenaissanceRe Holdings Ltd., Series F, 5.750%		9,264		250,221
The Allstate Corp., 5.100% to 01/15/2023 then 3-Month Libor + 3.165%, 01/15/2053		9,168		242,219
The Allstate Corp., Series H. 5.100%		9,440		247,611
The Hartford Financial Services Group, Inc., 7.875% to 04/15/2022 then 3-Month Libor + 5.596%, 04/15/2042		8,496		241,541
The Hartford Financial Services Group, Inc., Series G, 6.000%		8,864		241,721
				6,421,332
Real Estate Investment Trusts - 13.06%
Federal Realty Investment Trust, Series C, 5.000% ^(b)		19,632		504,543
Kimco Realty Corp., Series J, 5.500%		6,544		165,955
Kimco Realty Corp., Series L, 5.125%		6,384		162,154
Kimco Realty Corp., Series M, 5.250%		6,368		165,186
National Retail Properties Inc., Series F, 5.200%		19,152		496,037
PS Business Parks, Inc., Series U, 5.750%		4,848		122,654
PS Business Parks, Inc., Series W, 5.200%		4,848		124,060
PS Business Parks, Inc., Series X, 5.250% ^(b)		4,720		122,248
PS Business Parks, Inc., Series Y, 5.200%		4,752		123,314
Public Storage, Series A, 5.875%		1,776		44,880
Public Storage, Series B, 5.400%		1,728		44,755
Public Storage, Series C, 5.125% ^(b)		1,712		44,016
Public Storage, Series D, 4.950%		1,728		44,150
Public Storage, Series E, 4.900%		1,728		43,891
Public Storage, Series F, 5.150%		1,712		44,923
Public Storage, Series G, 5.050%		1,712		44,272
Public Storage, Series H, 5.600%		1,616		44,715
Public Storage, Series I, 4.875%		1,712		44,820
Public Storage, Series V, 5.375%		1,776		45,235
Public Storage, Series W, 5.200%		1,776		45,075

The accompanying notes are an integral part of these financial statements.

12

INNOVATOR S&P INVESTMENT GRADE PREFERRED ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
Wells Fargo Real Estate Investment Corp., Series A, 6.375%		1,616	$	41,305
				2,518,188
TOTAL PREFERRED STOCKS (Cost $18,882,104)				19,259,280

INVESTMENTS PURCHASED WITH PROCEEDS
FROM SECURITIES LENDING - 2.55%
Mount Vernon Liquid Assets Portfolio, LLC, 2.00% ^(c)		490,850		490,850
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $490,850)				490,850

SHORT TERM INVESTMENTS - 0.49%
Money Market Funds - 0.49%
First American Government Obligations Fund - Class X, 1.74% ^(c)		94,401		94,401
TOTAL SHORT TERM INVESTMENTS (Cost $94,401)				94,401

Total Investments (Cost $19,467,355) - 102.89%				19,844,531
Liabilities in Excess of Other Assets - (2.89%)				(556,598	)
TOTAL NET ASSETS - 100.00%			$	19,287,933

Asset Type	% of Net Assets
Preferred Stocks		99.85	%
Investments Purchased with Proceeds From Securities Lending		2.55
Short Term Investments		0.49
Total Investments		102.89
Liabilities in Excess of Other Assets		(2.89	)
Net Assets		100.00	%

Percentages are stated as a percent of net assets.

USD -	United States Dollar
Libor -	London Interbank Offered Rate

^(a)	Securities with no stated maturity date are perpetual in nature.
^(b)	All or a portion of this security is on loan as of October 31, 2019. The total value of securities on loan is $476,447, or 2.47% of net assets. See Note 6.
^(c)	Represents annualized seven-day yield as of the end of the reporting period.

The accompanying notes are an integral part of these financial statements.

13

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Schedule of Investments

October 31, 2019

	Shares		Value
COMMON STOCKS - 80.11%
Agriculture - 0.97%
Archer-Daniels-Midland Co. ^(a)		31,705	$	1,332,878

Banks - 4.00%
BB&T Corp. ^(a)		24,436		1,296,330
JPMorgan Chase & Co.		11,045		1,379,741
US Bancorp		26,857		1,531,386
Wells Fargo & Co.		25,105		1,296,171
				5,503,628
Beverages - 2.09%
PepsiCo, Inc.		11,122		1,525,604
The Coca-Cola Co.		24,778		1,348,667
				2,874,271
Chemicals - 1.76%
Air Products & Chemicals, Inc. ^(a)		5,485		1,169,731
Ecolab, Inc.		6,489		1,246,342
				2,416,073
Commercial Services - 1.83%
IHS Markit Ltd. ^(a)(b)		18,615		1,303,422
Verisk Analytics, Inc.		8,403		1,215,914
				2,519,336
Computers - 0.85%
Accenture PLC - Class A		6,327		1,173,153

Cosmetics & Personal Care - 1.80%
Colgate-Palmolive Co.		16,875		1,157,625
The Procter & Gamble Co.		10,566		1,315,573
				2,473,198
Diversified Financial Services - 5.57%
American Express Co. ^(a)		9,551		1,120,141
Cboe Global Markets, Inc.		9,719		1,119,143
CME Group, Inc.		6,246		1,285,115
Intercontinental Exchange, Inc.		14,771		1,393,201
Nasdaq, Inc.		12,404		1,237,547
The Western Union Co. ^(a)		59,982		1,503,148
				7,658,295

The accompanying notes are an integral part of these financial statements.

14

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
Electric - 24.69%
Alliant Energy Corp.		28,440	$	1,516,990
Ameren Corp.		18,876		1,466,665
American Electric Power Co., Inc.		16,858		1,591,227
CenterPoint Energy, Inc.		52,083		1,514,053
CMS Energy Corp.		24,510		1,566,679
Consolidated Edison, Inc.		16,232		1,496,915
Dominion Energy, Inc. ^(a)		18,934		1,563,002
DTE Energy Co.		11,711		1,491,045
Duke Energy Corp.		17,449		1,644,743
Entergy Corp.		13,652		1,658,445
Evergy, Inc.		24,537		1,568,160
Eversource Energy ^(a)		19,614		1,642,476
Exelon Corp.		32,505		1,478,652
FirstEnergy Corp.		30,910		1,493,571
NextEra Energy, Inc.		7,080		1,687,448
Pinnacle West Capital Corp.		15,336		1,443,424
PPL Corp.		42,327		1,417,531
Public Service Enterprise Group, Inc.		24,429		1,546,600
Sempra Energy		10,529		1,521,546
The Southern Co.		24,043		1,506,534
WEC Energy Group, Inc. ^(a)		16,748		1,581,011
Xcel Energy, Inc.		24,328		1,545,071
				33,941,788
Electronics - 1.00%
Honeywell International, Inc.		7,991		1,380,285

Environmental Control - 2.35%
Republic Services, Inc.		19,262		1,685,618
Waste Management, Inc.		13,750		1,542,888
				3,228,506
Food - 3.66%
Hormel Foods Corp. ^(a)		28,741		1,175,219
McCormick & Co., Inc. ^(a)		7,045		1,132,061
Mondelez International, Inc. - Class A		26,956		1,413,843
The Hershey Co.		8,871		1,302,884
				5,024,007
Gas - 1.88%
Atmos Energy Corp. ^(a)		12,960		1,457,741
NiSource, Inc. ^(a)		40,285		1,129,591
				2,587,332

The accompanying notes are an integral part of these financial statements.

15

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
Healthcare-Products - 0.97%
Medtronic PLC		12,208	$	1,329,451

Insurance - 13.21%
Aflac, Inc.		26,170		1,391,197
Aon PLC		6,211		1,199,717
Arthur J Gallagher & Co. ^(a)		16,346		1,491,083
Assurant, Inc.		9,901		1,248,219
Berkshire Hathaway, Inc. - Class B ^(b)		6,160		1,309,493
Chubb Ltd.		8,769		1,336,571
Cincinnati Financial Corp. ^(a)		11,129		1,259,914
Everest Re Group Ltd.		4,615		1,186,470
Globe Life, Inc.		14,359		1,397,561
Loews Corp.		24,133		1,182,517
Marsh & McLennan Companies, Inc.		13,323		1,380,529
The Allstate Corp.		11,566		1,230,854
The Hartford Financial Services Group, Inc.		22,992		1,312,383
The Travelers Companies, Inc.		9,393		1,231,047
				18,157,555
Oil & Gas - 0.86%
Exxon Mobil Corp. ^(a)		17,440		1,178,421

Pharmaceuticals - 1.83%
Johnson & Johnson		9,354		1,235,102
Merck & Co., Inc.		14,784		1,281,182
				2,516,284
Retail - 4.89%
Genuine Parts Co. ^(a)		14,105		1,446,891
McDonald's Corp.		6,653		1,308,645
The Home Depot, Inc.		5,534		1,298,166
Walmart, Inc.		11,689		1,370,652
Yum! Brands, Inc.		12,668		1,288,462
				6,712,816
Software - 3.87%
Citrix Systems, Inc.		15,257		1,660,877
Fidelity National Information Services, Inc.		8,724		1,149,474
Jack Henry & Associates, Inc. ^(a)		8,335		1,179,903
Paychex, Inc. ^(a)		15,880		1,328,203
				5,318,457
Telecommunications - 0.97%
Verizon Communications, Inc.		22,025		1,331,852

The accompanying notes are an integral part of these financial statements.

16

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
Water - 1.06%
American Water Works Co., Inc.		11,797	$	1,454,216
TOTAL COMMON STOCKS (Cost $95,213,461)				110,111,802

REAL ESTATE INVESTMENT TRUSTS - 19.46%
Apartments - 6.35%
Apartment Investment & Management Co. - Class A		25,793		1,415,520
AvalonBay Communities, Inc.		6,791		1,478,129
Equity Residential ^(a)		17,213		1,526,105
Essex Property Trust, Inc. ^(a)		4,230		1,383,760
Mid-America Apartment Communities, Inc. ^(a)		10,766		1,496,366
UDR, Inc.		28,418		1,428,005
				8,727,885
Diversified - 4.70%
American Tower Corp.		5,923		1,291,688
Crown Castle International Corp.		9,471		1,314,480
Duke Realty Corp.		37,577		1,320,456
SBA Communications Corp.		4,805		1,156,323
Vornado Realty Trust		20,885		1,370,682
				6,453,629
Office Property - 2.85%
Alexandria Real Estate Equities, Inc.		8,288		1,315,720
Boston Properties, Inc.		9,635		1,321,922
SL Green Realty Corp.		15,360		1,284,096
				3,921,738
Regional Malls - 0.86%
Simon Property Group, Inc.		7,862		1,184,646

Shopping Centers - 1.95%
Federal Realty Investment Trust ^(a)		10,085		1,371,661
Regency Centers Corp.		19,404		1,304,725
				2,676,386
Single Tenant - 1.03%
Realty Income Corp.^(a)		17,393		1,422,573

Storage - 1.72%
Extra Space Storage, Inc. ^(a)		10,879		1,221,385
Public Storage ^(a)		5,132		1,143,718
				2,365,103
TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $23,259,187)				26,751,960

The accompanying notes are an integral part of these financial statements.

17

INNOVATOR LUNT LOW VOL/HIGH BETA TACTICAL ETF

Schedule of Investments

October 31, 2019 (Continued)

	Shares		Value
INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING - 19.64%
Mount Vernon Liquid Assets Portfolio, LLC, 2.00% ^(c)		27,001,896	$	27,001,896
TOTAL INVESTMENTS PURCHASED WITH PROCEEDS FROM SECURITIES LENDING (Cost $27,001,896)				27,001,896

SHORT TERM INVESTMENTS - 0.40%
Money Market Funds - 0.40%
First American Government Obligations Fund - Class X, 1.74% ^(c)		548,591		548,591
TOTAL SHORT TERM INVESTMENTS (Cost $548,591)				548,591

Total Investments (Cost $146,023,135) - 119.61%				164,414,249
Liabilities in Excess of Other Assets - (19.61%)				(26,951,642	)
TOTAL NET ASSETS - 100.00%			$	137,462,607

Asset Type	% of Net Assets
Common Stocks		80.11	%
Real Estate Investment Trusts		19.46
Investments Purchased with Proceeds From Securities Lending		19.64
Short Term Investments		0.40
Total Investments		119.61
Liabilities in Excess of Other Assets		(19.61	)
Net Assets		100.00	%

Percentages are stated as a percent of net assets.

^(a)	All or a portion of this security is on loan as of October 31, 2019. The total value of securities on loan is $26,425,590, or 19.22% of net assets. See Note 6.
^(b)	Non-income producing security.
^(c)	Represents annualized seven-day yield as of the end of the reporting period.

The accompanying notes are an integral part of these financial statements.

18

INNOVATOR ETFs TRUST II

Statements of Assets and Liabilities

October 31, 2019

	Innovator S&P Investment Grade Preferred ETF			Innovator Lunt Low Vol/High Beta Tactical ETF
Assets:
Investments, at value ^(a)(b)	$	19,844,531		$	164,414,249
Dividends, interest and other receivables		15,628			103,189
Securities lending income receivable		2,394			3,732
Total Assets		19,862,553			164,521,170

Liabilities:
Payable to Adviser		7,770			56,667
Distribution payable		76,000			–
Payable for collateral upon return of securities loaned		490,850			27,001,896
Total Liabilities		574,620			27,058,563
Net Assets	$	19,287,933		$	137,462,607

Net Assets Consist of:
Capital stock	$	20,229,898		$	142,588,306
Total distributable earnings/(accumulated deficit)		(941,965	)		(5,125,699	)
Net Assets	$	19,287,933		$	137,462,607

Net Asset Value:
Net assets	$	19,287,933		$	137,462,607
Shares of beneficial interest outstanding (unlimited shares without par value authorized)		800,000			3,750,000
Net asset value price per share	$	24.11		$	36.66

^(a) Cost of investments	$	19,467,355		$	146,023,135
^(b) Including securities on loan at a value of	$	476,447		$	26,425,590

The accompanying notes are an integral part of these financial statements.

19

INNOVATOR ETFs TRUST II

Statements of Operations

	For the Period Ended October 31, 2019			For the Year Ended March 31, 2019			For the Period Ended October 31, 2019			For the Year Ended September 30, 2019
	Innovator S&P Investment Grade Preferred ETF ^(a)			Innovator S&P Investment Grade Preferred ETF			Innovator Lunt Low Vol/High Beta Tactical ETF ^(b)			Innovator Lunt Low Vol/High Beta Tactical ETF
Investment Income:
Dividends	$	476,335		$	960,607		$	125,197		$	3,157,241
Less: Foreign withholding taxes		–			–			–			(3,468	)
Interest		930			1,506			698			6,743
Securities lending income, net		20,677			799			3,732			14,924
Total Investment Income		497,942			962,912			129,627			3,175,440

Expenses:
Investment advisory fee		44,836			80,971			56,667			623,909
Total Expenses		44,836			80,971			56,667			623,909
Net Investment Income/(Loss)		453,106			881,941			72,960			2,551,531

Realized and Unrealized Gain/(Loss):
Net realized gain/(loss) on:
Investments		(71,576	)		(414,603	)		2,261			(1,854,567	)
Redemptions sold in-kind		–			141,023			–			6,066,981
Net change in unrealized appreciation/(depreciation) on Investments		686,869			72,146			(623,741	)		15,245,213
Net Realized and Unrealized Gain/(Loss)		615,293			(201,434	)		(621,480	)		19,457,627
Net Increase/(Decrease) in Net Assets Resulting from Operations	$	1,068,399		$	680,507		$	(548,520	)	$	22,009,158

^(a)	The period ended October 31, 2019 consists of seven months due to the Fund's fiscal year end change. See Note 1.

^(b)	The period ended October 31, 2019 consists of one month due to the Fund's fiscal year end change. See Note 1.

The accompanying notes are an integral part of these financial statements.

20

INNOVATOR ETFs TRUST II

Statements of Changes in Net Assets

	Innovator S&P Investment Grade Preferred ETF									Innovator Lunt Low Vol/High Beta Tactical ETF
	Period Ended October 31, 2019 ^(a)			Year Ended March 31, 2019			Year Ended March 31, 2018			Period Ended October 31, 2019 ^(d)			Year Ended September 30, 2019			Year Ended September 30, 2018

Operations:
Net investment income/(loss)	$	453,106		$	881,941		$	1,015,689		$	72,960		$	2,551,531		$	2,636,476
Net realized gain/(loss)		(71,576	)		(273,580	)		(80,938	)		2,261			4,212,414			(3,961,319	)
Net change in unrealized appreciation/(depreciation)		686,869			72,146			(461,736	)		(623,741	)		15,245,213			2,202,960
Net Increase/(Decrease) in Net Assets Resulting From Operations		1,068,399			680,507			473,015			(548,520	)		22,009,158			878,117

Distributions to Shareholders:
Distributions to shareholders		(465,500	)		(884,376	)		(1,066,089	)^(b)		–			(2,642,583	)		(2,605,818	)
Distributions paid to shareholders from return of capital		–			–			(31,052	)		–			–			–
Net Distributions to Shareholders		(465,500	)		(884,376	)		(1,097,141	)		–			(2,642,583	)		(2,605,818	)

Fund Share Transactions:
Proceeds from shares sold		4,774,470			3,583,797			9,663,649			1,815,865			39,520,873			446,332,544
Cost of shares redeemed		–			(9,339,003	)		(1,199,779	)		–			(85,176,009	)		(416,421,797	)
Net Increase/(Decrease) in Net Assets From Capital Share Transactions		4,774,470			(5,755,206	)		8,463,870			1,815,865			(45,655,136	)		29,910,747

Total Increase/(Decrease) in Net Assets		5,377,369			(5,959,075	)		7,839,744			1,267,345			(26,288,561	)		28,183,046

Net Assets:
Beginning of period		13,910,564			19,869,639			12,029,895			136,195,262			162,483,823			134,300,777
End of period	$	19,287,933		$	13,910,564		$	19,869,639	^(c)	$	137,462,607		$	136,195,262		$	162,483,823

Change in Shares Outstanding:
Shares sold		200,000			150,000			400,000			50,000			1,200,000			13,850,000
Shares redeemed		–			(400,002	)		(50,000	)		–			(2,650,002	)		(13,000,000	)
Net Increase/(Decrease)		200,000			(250,002	)		350,000			50,000			(1,450,002	)		850,000

^(a)The period ended October 31, 2019 consists of seven months due to the Fund's fiscal year end change. See Note 1.

^(b) Distributions from net investment income.

^(c) Includes accumulated undistributed net investment income/(loss) of $(6,239).

^(d)The period ended October 31, 2019 consists of one month due to the Fund's fiscal year end change. See Note 1.

The accompanying notes are an integral part of these financial statements.

21

INNOVATOR ETFs TRUST II

Financial Highlights

	Per Share Operating Performance (For a share outstanding throughout each period)

			Investment Operations:								Distributions Paid to Shareholders:
	Net Asset Value, Beginning of Period		Net investment income/(loss)^(c)		Net realized and unrealized gain/(loss)			Total From Investment Operations			Paid from net investment income			Paid from return of capital			Total Distributions Paid
Innovator S&P Investment Grade Preferred ETF
For the period 4/1/19 ^(h) - 10/31/2019	$	23.18		0.67		0.93			1.60			(0.67	)		-			(0.67	)
For the year ended 3/31/2019	$	23.38		1.18		(0.18	)		1.00			(1.20	)		-			(1.20	)
For the year ended 3/31/2018	$	24.06		1.29		(0.57	)		0.72			(1.36	)		(0.04	)		(1.40	)
For the period 5/23/16 ^(f) - 3/31/2017	$	25.07		1.21		(1.17	)		0.04			(1.05	)		-			(1.05	)

Innovator Lunt Low Vol/High Beta Tactical ETF
For the period 10/1/19 ^(d) - 10/31/2019	$	36.81		0.02		(0.17	)		(0.15	)		-			-			-
For the year ended 9/30/2019	$	31.55		0.66		5.29			5.95			(0.69	)		-			(0.69	)
For the year ended 9/30/2018	$	31.23		0.47		0.32	⁽ⁱ⁾		0.79			(0.47	)		-			(0.47	)
For the period 10/19/16 ^(f) - 9/30/2017	$	25.36		0.47		5.82			6.29			(0.42	)		-			(0.42	)

^(a)	Annualized for periods less than one year.

^(b)	Not annualized for periods less than one year.

^(c)	Net investment income/(loss) per share has been calculated based on average shares outstanding during the period.

^(d)	The period ended October 31, 2019 consists of one month due to the Fund's fiscal year end change. See Note 1.

^(e)	Excludes in-kind transactions associated with creations and redemptions of the Funds.

^(f)	Commencement of operations.

^(g)	The ratio of net expenses to average net assets includes tax expense of 0.01%.

^(h)	The period ended October 31, 2019 consists of seven months due to the Fund's fiscal year end change. See Note 1.

⁽ⁱ⁾	Net realized and unrealized gain/(loss) per share includes balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gain/(loss) in the Statement of Operations due to share transactions for the period.

^(j)	The ratio of net expenses to average net assets includes interest expense fees of 0.03%.

The accompanying notes are an integral part of these financial statements.

22

INNOVATOR ETFs TRUST II

Financial Highlights

				Ratios/Supplemental Data:

									Ratio to Average Net Assets of: ^(a)
Change in Net Asset Value for the Period		Net Asset Value, End of Period		Total return ^(b)			Net assets, end of period (000)		Expenses				Net investment income/(loss)			Portfolio turnover rate ^(b)(e)


0.93		$	24.11		6.93	%	$	19,288		0.47	%			4.75	%		34	%
(0.20	)	$	23.18		4.54	%	$	13,911		0.47	%			5.12	%		58	%
(0.68	)	$	23.38		2.98	%	$	19,870		0.47	%			5.39	%		67	%
(1.01	)	$	24.06		0.18	%	$	12,030		0.48	%	^(g)		5.86	%		171	%


(0.15	)	$	36.66		(0.42	)%	$	137,463		0.49	%			0.63	%		0	%
5.26		$	36.81		19.11	%	$	136,195		0.49	%			2.00	%		44	%
0.32		$	31.55		2.55	%	$	162,484		0.52	%	^(j)		1.47	%		667	%
5.87		$	31.23		24.88	%	$	134,301		0.49	%			1.66	%		179	%

The accompanying notes are an integral part of these financial statements.

23

INNOVATOR ETFs TRUST II

Notes to Financial Statements

1. ORGANIZATION

Innovator ETFs Trust II (the “Trust”) was organized as a Massachusetts business trust on December 17, 2013, and is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company. The Trust currently consists of two operational series, which are covered in this report. Effective April 1, 2018, the Trust changed from Elkhorn ETF Trust to Innovator ETFs Trust II. As a result, the Elkhorn S&P High Quality Preferred ETF and the Elkhorn Lunt Low Vol/High Beta Tactical ETF Funds’ names were changed to the Innovator S&P High Quality Preferred ETF (“EPRF”) and the Innovator Lunt Low Vol/High Beta Tactical ETF (“LVHB”), respectively (the “Funds”). EPRF and LVHB commenced operations on May 23, 2016 and October 19, 2016, respectively. Effective July 16, 2018, EPRF’s name was changed from Innovator S&P High Quality Preferred ETF to Innovator S&P Investment Grade Preferred ETF.

The Funds are exchange traded funds that offer one class of shares, do not charge a sales load, do not have a redemption fee and currently do not charge a 12b-1 fee to their shareholders. The Funds list and principally trade their shares on Cboe BZX Exchange, Inc. (“Cboe BZX” or the “Exchange”). The Funds seek investment results that generally correspond (before fees and expenses) to the price and yield of the S&P U.S. High Quality Preferred Stock Index (EPRF) and Lunt Capital U.S. Large Cap Equity Rotation Index (LVHB), respectively.

On March 21, 2019, the Board of Trustees approved a change in the Funds’ fiscal year end from March 31 (EPRF) and September 30 (LVHB) to October 31, effective April 1, 2019 and October 1, 2019, respectively.

The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies”.

2. SIGNIFICATANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

24

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

Valuation:

The net asset value (“NAV”) of the Funds are determined as of the close of regular trading on the NYSE (normally 4:00 p.m. ET). If the NYSE closes early on a valuation day, the Funds shall determine NAV as of that time.

Portfolio securities generally shall be valued utilizing prices provided by independent pricing services. The Trust’s Pricing Committee (“Pricing Committee”) is responsible for establishing valuation of portfolio securities and other instruments held by the Funds in accordance with the Trust’s valuation procedures.

Common stocks, preferred stocks and other equity securities listed on any national or foreign exchange (excluding the NASDAQ National Market (“NASDAQ”) and the London Stock Exchange Alternative Investment Market (“AIM”)) are generally valued at the last sale price on the exchange on which they are principally traded or, for NASDAQ and AIM securities, the official closing price. Securities traded on more than one securities exchange are valued at the last sale price or official closing price, as applicable, at the close of the exchange representing the principal market for such securities. Securities traded in the over-the-counter market are valued at the mean of the bid and the asked price, if available, and otherwise at their closing bid price. Redeemable securities issued by open-end investment companies shall be valued at the investment company’s applicable net asset value, with the exception of exchange-traded open-end investment companies which are priced as equity securities. Shares of Mount Vernon Liquid Assets Portfolio, LLC are not traded on an exchange and are valued at the investment company’s net asset value per share as provided by the underlying fund’s administrator. Fixed income securities, swaps, currency-, credit- and commodity-linked notes, and other similar instruments will be valued using a pricing service. Fixed income securities having a remaining maturity of 60 days or less when purchased will be valued at cost adjusted for amortization of premiums and accretion of discounts, provided the Pricing Committee has determined that the use of amortized cost is an appropriate reflection of fair value given market and issuer specific conditions existing at the time of the determination. Foreign securities and other assets denominated in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar as provided by the pricing service. All assets denominated in foreign currencies will be converted into U.S. dollars at the exchange rates in effect at the time of valuation. Restricted securities (with the exception of Rule 144A Securities for which market quotations are available) will normally be valued at fair value as determined by the Pricing Committee.

25

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

If no quotation can be obtained from a pricing service, then the Pricing Committee will then attempt to obtain one or more broker quotes for the security. If no quotation is available from either a pricing service or one or more brokers or if the Pricing Committee has reason to question the reliability or accuracy of a quotation supplied or the use of amortized cost, the value of any portfolio security held by the Funds for which reliable market quotations are not readily available will be determined by the Pricing Committee in a manner that most appropriately reflects fair market value of the security on the valuation date. The use of a fair valuation method may be appropriate if, for example: (i) market quotations do not accurately reflect fair value of an investment; (ii) an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example, a foreign exchange or market); (iii) a trading halt closes an exchange or market early; or (iv) other events result in an exchange or market delaying its normal close.

Fair valuation measurement:

FASB established a framework for measuring fair value in accordance with U.S. GAAP. Under ASC, Fair Value Measurement (“ASC 820”), various inputs are used in determining the value of the Funds’ investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The three Levels of inputs of the fair value hierarchy are defined as follows:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar securities, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

26

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The following table summarizes valuation of the Funds’ investments under the fair value hierarchy levels as of October 31, 2019:

EPRF
	Level 1		Level 2		Level 3		Total
Assets
Preferred Stocks	$	19,259,280	$	—	$	—	$	19,259,280
Investments Purchased with Proceeds From Securities Lending		—		490,850		—		490,850
Short Term Investments		94,401		—		—		94,401
Total Assets	$	19,353,681	$	490,850	$	—	$	19,844,531

LVHB
	Level 1		Level 2		Level 3		Total
Assets
Common Stocks	$	110,111,802	$	—	$	—	$	110,111,802
Real Estate Investment Trusts		26,751,960		—		—		26,751,960
Investments Purchased with Proceeds From Securities Lending		—		27,001,896		—		27,001,896
Short Term Investments		548,591		—		—		548,591
Total Assets	$	137,412,353	$	27,001,896	$	—	$	164,414,249

27

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

See the Schedules of Investments for the investments detailed by industry classification.

There were no level 3 investments held by the Funds during the reporting period.

Use of Estimates:

In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

Guarantees and Indemnifications:

In the normal course of business, the Trust may enter into a contract with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims against the Trust that have not yet occurred. Based on experience, the Trust expects the risk of loss to be remote.

Tax Information:

The Funds are treated as separate entities for federal income tax purposes. The Funds intend to qualify as regulated investment companies (“RICs”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, the Funds must meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, the Funds will not be subject to federal income tax to the extent the Funds distribute substantially all of their net investment income and capital gains to shareholders.

28

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

Management evaluates the Funds’ tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Tax benefits associated with an uncertain tax position can be recognized only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income taxes would be recorded as tax expense in the Statements of Operations. During the period ended October 31, 2019, the Funds did not incur any interest or penalties. The Funds’ federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. As of October 31, 2019, the Funds did not have a liability for any unrecognized tax benefits. As of October 31, 2019, the Funds have no examinations in progress and management is not aware of any tax positions for which it is reasonably possible that the amounts of unrecognized tax benefits will significantly change in the next twelve months. The Funds are subject to examination by U.S. Federal tax authorities for all tax years since inception.

U.S. GAAP requires that certain components of net assets be reclassified between distributable earnings/(accumulated deficit) and additional paid-in capital. These reclassifications have no effect on net assets or net asset value per share. For the period ended October 31, 2019, the Funds made the following permanent book-to-tax reclassifications:

	Distributable Earnings/
	(Accumulated Deficit)			Pain-In Capital
EPRF	$	(4,548	)	$	4,548
LVHB		—			—

Distributions to Shareholders:

Distributions to shareholders are recorded on the ex-dividend date. LVHB intends to pay out dividends from its net investment income, if any, quarterly. EPRF intends to pay out dividends from its net investment income, if any, monthly. Distributions of net realized capital gains, if any, will be declared and paid at least annually by the Funds. The Funds may periodically make reclassifications among certain of its capital accounts as a result of the recognition and characterization of certain income and capital gain distributions determined annually in accordance with federal tax regulations which may differ from U.S. GAAP. Distributions that exceed earnings and profits for tax purposes are reported as a return of capital.

29

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

Investment Transactions and Investment Income:

Investment transactions are recorded on the trade date. The Trust determines the gain or loss realized from investment transactions on the basis of identified cost. Dividend income, if any, is recognized on the ex-dividend date or, in the case of foreign securities, as soon as the Funds are informed of the ex-dividend dates. Withholding taxes on foreign dividends have been accounted for in accordance with the applicable country’s tax rules and rate. Interest income, including accretion of discounts and amortization of premiums is recognized on an accrual basis using the effective yield method.

Distributions received from investments in master limited partnerships (“MLPs”), closed-end funds, real estate investment trusts (“REITs”) and royalty trusts are comprised of ordinary income, capital gains and return of capital. For financial statement purposes, estimates are used to characterize these distributions received as return of capital, capital gains or ordinary income. Such estimates are based on historical information available from each MLP, closed-end fund, REIT or royalty trust and other industry sources. These estimates may subsequently be revised and reflected on the Form 1099 received by shareholders based on information received for the security after its tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end. The distributions received from MLPs, REITs, closed-end funds, and royalty trust securities that have been classified as income and capital gains are included in dividend income and net realized gain/(loss) on investments, respectively, on the Statements of Operations. The distributions received that are classified as return of capital reduce the cost of investments on the Statements of Assets and Liabilities.

3. INVESTMENT ADVISOR AND OTHER AFFILIATES

Effective April 1, 2018, Innovator Capital Management, LLC (the “Adviser”) was appointed to serve as the investment adviser to the Funds, pursuant to an Interim Investment Advisory Agreement with the Trust on behalf of the Funds.

On April 10, 2018, the Board of Trustees of Elkhorn ETF Trust approved the New Advisory Agreement between the Trust and the Adviser and recommended that the New Advisory Agreement be submitted to Funds shareholders for approval. The New Advisory Agreement was approved at the June 20, 2018 and August 1, 2018 shareholder meetings for LVHB and EPRF, respectively.

30

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

Pursuant to the New Advisory Agreements between the Trust and the Adviser with respect to EPRF and LVHB, EPRF pays monthly the Adviser a unitary fee calculated daily based on the average daily net assets of the Fund at the annual rate of 0.47%, and LVHB pays monthly the Adviser a unitary fee calculated daily based on the average daily net assets of the Fund at the annual rate of 0.49%. During the term of the New Advisory Agreement, the Adviser pays all expenses of EPRF and LVHB (“Fund Expenses”), including the cost of transfer agency, custody, fund administration, legal, audit, and other services and license fees, except for the fees paid under the New Advisory Agreement, interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.

Penserra Capital Management LLC (the “Sub-Adviser”) acts as sub-adviser to the Funds pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Funds (“Sub-Advisory Agreement”) and, pursuant to the Sub-Advisory Agreement, is responsible for execution of the Sub-Adviser’s strategy for each of the Funds. The Sub-Adviser is responsible for the day-to-day management of the Funds’ portfolios. Pursuant to the Sub-Advisory Agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a fee for the services and facilities it provides payable on a monthly basis.

Certain trustees and officers of the Trust are affiliated with the Adviser. Trustee compensation is paid for by the Adviser.

4. INVESTMENT TRANSACTIONS

For the period ended October 31, 2019, the cost of purchases and proceeds from sales of investment securities, other than in-kind purchases and sales and short-term investments were as follows:

	Purchases				Sales
	U.S. Government		Other		U.S. Government		Other
EPRF	$	—	$	5,546,811	$	—	$	5,450,123
LVHB	$	—	$	—	$	—	$	—

For the period ended October 31, 2019, in-kind transactions associated with creations and redemptions were as follows:

	In-Kind		In-Kind
	Creations		Redemptions
EPRF	$	4,739,550	$	—
LVHB		1,803,153		—

31

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

Net capital gains or losses resulting from in-kind redemptions are excluded for the Funds’ taxable gains and are not distributed to shareholders.

5. CREATION AND REDEMPTION TRANSACTIONS

There were an unlimited number of shares of beneficial interest (without par value) authorized by the Trust. Individual shares of the Funds may only be purchased and sold at market prices on the Exchange through a broker-dealer. Such transactions may be subject to customary commission rates imposed by the broker-dealer, and market prices for the Funds’ shares may be at, above or below its NAV depending on the premium or discount at which the Funds’ shares trade.

The Funds issue and redeem shares on a continuous basis at NAV only in blocks of 50,000 shares, called “Creation Units.” Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day in amounts less than a Creation Unit. Except when aggregated in Creation Units, shares are not redeemable securities of the Funds. Shares of the Funds may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. A fixed transaction fee is applicable to each transaction regardless of the number of units purchased or sold in the transaction. EPRF and LVHB each charge a $500 transaction fee on creations and redemptions of the respective Fund. The Funds may permit Authorized Participants to substitute cash in lieu of delivering securities in-kind, in which case the Authorized Participant may be assessed additional fees to cover the cost of purchasing securities. Additional fees received by the Funds, if any, are disclosed as Transaction Fees on the Statements of Changes in Net Assets. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

32

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

6. SECURITIES LENDING

The Funds may lend up to 33^1/3% of the value of the securities in their portfolios to brokers, dealers and financial institutions (but not individuals) under terms of participation in a securities lending program administered by the securities lending agent. The Trust has entered into a Securities Lending Agreement (“SLA”) with U.S. Bank, N.A., the funds’ custodian (the “Agent”). Under the terms of the SLA, the Funds may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities and letters of credit. The cash collateral is invested in the Mount Vernon Liquid Assets Portfolio, LLC (“Mount Vernon”), as noted in the Funds’ Schedules of Investments. Mount Vernon seeks to maximize current income to the extent consistent with the preservation of capital and liquidity; and to maintain a stable NAV of $1.00. The market value of the loaned securities is determined daily at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. The Funds continue to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Funds pay various fees in connection with the investment of cash collateral. The Funds pay the Agent fees based on the investment income received from securities lending activities. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them. Cash and cash equivalent collateral on securities lending transactions are on an overnight and continuous basis.

As of October 31, 2019, the values of the securities on loan, cash collateral received and fees and interest earned were as follows:

Value of

Securities on

Loan

Cash Collateral

Received

Fees and

Interest Earned

EPRF

$

476,447

$

490,850

$

20,677

^(a)

LVHB

26,425,590

27,001,896

3,732

^(b)

^(a)	For the year ended March 31, 2019 EPRF earned fees and interest of $799 from securities lending.

^(b)	For the year ended September 30, 2019 LVHB earned fees and interest of $14,924 from securities lending.

Due to the absence of a master netting agreement related to the Funds’ participation in securities lending, no additional offsetting disclosures have been made on behalf of the Funds for the total borrowings listed above.

33

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

7. FEDERAL INCOME TAX INFORMATION

At October 31, 2019, the cost of investments and net unrealized appreciation/(depreciation) for federal income tax purposes were as follows:

	EPRF			LVHB

Cost of Portfolio	$	19,546,850		$	146,054,543
Gross Unrealized Appreciation	$	459,862		$	19,809,729
Gross Unrealized Depreciation		(162,181	)		(1,450,023	)
Net Unrealized Appreciation / (Depreciation)	$	297,681		$	18,359,706

The differences between book basis and tax basis cost on investments and net unrealized appreciation/(depreciation) are primarily attributable to wash sale loss deferrals and differences in the tax treatment of partnership securities.

At October 31, 2019, the components of undistributed or accumulated earnings/loss on a tax basis were as follows:

	EPRF			LVHB

Accumulated Capital and Other Losses	$	(1,255,211	)	$	(23,541,523	)
Dividends Payable		(76,000	)		—
Undistributed Net Ordinary Income		91,565			56,118
Unrealized Appreciation/(Depreciation) on Investments		297,681			18,359,706
Total Distributable Earnings/(Accumulated Deficit)	$	(941,965	)	$	(5,125,699	)

Certain capital and qualified late year ordinary losses incurred after October 31 and December 31, respectively, and within the current taxable year, are deemed to arise on the first business day of the next taxable year. During the fiscal period ended October 31, 2019, the Funds did not elect to defer qualified post-October capital or late year ordinary losses.

At October 31, 2019, for federal income tax purposes, the Funds had capital loss carryforwards available to offset future capital gains for an unlimited period as indicated below:

	EPRF		LVHB

Indefinite Short-Term	$	1,085,160	$	23,541,523
Indefinite Long-Term		170,051		—

34

INNOVATOR ETFs TRUST II

Notes to Financial Statements (Continued)

To the extent that these loss carryforwards are utilized, capital gains so offset will not be distributed to shareholders. During the current year ended October 31, 2019, LVHB utilized $2,261 of short term capital loss carryforward.

The tax character of the distributions paid by the Funds during the fiscal periods ended October 31, 2019, March 31, 2019 for EPRF and September 30, 2019 for LVHB were as follows:

	EPRF				LVHB
	October 31, 2019		March 31, 2019		October 31, 2019		September 30, 2019
Distributions paid from:
Net Ordinary Income	$	389,500	$	884,376	$	661,168	$	1,981,415
Net Long-Term Capital Gains		—		—		—		—
Return of Capital		—		—		—		—
Total Distributions Paid	$	389,500	$	884,376	$	661,168	$	1,981,415

8. NEW ACCOUNTING PRONOUNCEMENT

In August 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements (ASU 2018-13). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements in Topic 820. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019. An entity is permitted to early adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has evaluated ASU 2018-13 and has adopted the disclosure framework.

9. SUBSEQUENT EVENT

Management has evaluated the impact of all subsequent events of the Funds through the date of the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

35

INNOVATOR ETFs TRUST II

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Innovator S&P Investment Grade Preferred ETF and Innovator Lunt Low Vol/High Beta Tactical ETF and Board of Trustees of Innovator ETFs Trust II

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Innovator S&P Investment Grade Preferred ETF and Innovator Lunt Low Vol/High Beta Tactical ETF (the “Funds”), each a series of Innovator ETFs Trust II, as of October 31, 2019, and the related statements of operations and changes in net assets and the financial highlights for the period ended October 31, 2019 and for the year ended March 31, 2019 for Innovator S&P Investment Grade Preferred ETF, and the related statements of operations for the period ended October 31, 2019 and for the year ended September 30, 2019, the statements of changes in net assets for the period ended October 31, 2019 and the years ended September 30, 2019 and 2018, and the financial highlights for each of the three periods in the period then ended for Innovator Lunt Low Vol/High Beta Tactical ETF, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2019, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.

Innovator S&P Investment Grade Preferred ETF’s financial statements and financial highlights for the periods ended March 31, 2018, and prior, were audited by other auditors whose report dated May 30, 2018, expressed an unqualified opinion on those financial statements and financial highlights. Innovator Lunt Low Vol/High Beta Tactical ETF’s financial highlights for the period October 19, 2016 (commencement of operations) through September 30, 2017, were audited by other auditors whose report dated November 29, 2017, expressed an unqualified opinion on those financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

36

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2019, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of Innovator Capital Management, LLC’s investment companies since 2017.

COHEN & COMPANY, LTD.

Cleveland, Ohio

December 20, 2019

37

INNOVATOR ETFs TRUST II

Trustees and Officers (Unaudited)

Name, Address and Year of Birth	Position with the Trust	Length of Time Served*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex^(a) Overseen by Trustee or Officer	Other Directorships Held by Trustee or Officer in the Past Five Years
Independent Trustees
Mark Berg 109 N. Hale Street Wheaton, IL 60187 Year of Birth: 1971	Trustee	Since 2017	Founding Principal and Chief Executive Officer (2019-present), Founding Principal and President (2001-2019), Timothy Financial Counsel, Inc.	34	None
Joe Stowell 109 N. Hale Street Wheaton, IL 60187 Year of Birth: 1968	Trustee	Since 2017	Chief Operating Officer, Woodmen Valley Chapel (2015-present); Executive Vice President and Chief Operating Officer, English Language Institute/China (2007-2015).	34	Board of Advisors, Westmont College
Brian J. Wildman 109 N. Hale Street Wheaton, IL 60187 Year of Birth: 1963	Trustee	Since 2017	President, Timothy Financial Counsel, Inc. (2019-present); Executive Vice President, Consumer Banking (2016-2019), Chief Risk Officer (2013-2016), MB Financial Bank.	34	MB Financial Bank (2003- 2019); Missionary Furlough Homes, Inc. (since 2008).

38

INNOVATOR ETFs TRUST II

Trustees and Officers (Unaudited) (Continued)

Interested Trustee & Officer
H. Bruce Bond ^(b) 109 N. Hale Street Wheaton, IL 60187 Year of Birth: 1963	Interested Trustee, President and Principal Executive Officer	Since 2017	Chief Executive Officer of Innovator Capital Management, LLC (2017-present).	34	None
Officers
John W. Southard 109 N. Hale Street Wheaton, IL 60187 Year of Birth: 1969	Vice President, Treasurer and Principal Financial Accounting Officer	Since 2017	Chief Investment Officer, Innovator Capital Management, LLC (2017-present); Director and Co-Founder, T2 Capital Management, LLC (2010-present).	34	Independent Trustee, ETF Managers Group, LLC (2012-2018)
James Nash ^(c) 10 High Street, Suite 302, Boston, MA 02110 Year of Birth: 1981	Chief Compliance Officer and Anti-Money Laundering Officer	Since 2018	Fund Chief Compliance Officer, Foreside Fund Officer Services, LLC (2016-Present); Senior Associate and Regulatory Administration Advisor, JPMorgan Chase & Co. (2014-2016).	34	None

*	The Funds’ Trustees serve for an indefinite term until their resignation, death or removal. The Funds’ officers are elected annually by the Board and serve at the Board’s pleasure.

^(a)	The Fund Complex includes Innovator ETFs Trust II, and each series of Innovator ETFs Trust I.
^(b)	H. Bruce Bond is deemed to be an interested person of the Trust (as defined in the 1940 Act) because of his affiliation with the Adviser.

^(c)	Jim Nash is an employee of Foreside Fund Officer Services, LLC, a wholly-owned subsidiary of the Funds’ principal underwriter.

The Statement of Additional Information includes additional information about the Trustees and is available upon request, without charge, by calling 1-877-386-3890.

39

INNOVATOR ETFs TRUST II

Additional Information (Unaudited)

1. INFORMATION ABOUT PROSPECTUS

This report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus. Investors should consider the investment objective and policies, risk considerations, charges and ongoing expenses of an investment carefully before investing. The prospectus contains this and other information relevant to an investment in the respective Fund. Please read the Prospectus carefully before investing. A copy of the Prospectus may be obtained without charge by writing to the Trust’s Distributor, or by calling toll free at 1-800-208-5212 or visiting www.innovatoretfs.com.

2. PROXY VOTING POLICIES AND PROCEDURE

The Trust’s Proxy Voting Policies and Procedures are available without charge, upon request, by calling 1-877-386-3890 and on the SEC’s website at www.sec.gov. Information relating to how each Fund voted proxies relating to portfolio securities held during each year ended June 30 is also available on the SEC’S website at www.sec.gov.

3. INFORMATION ABOUT PORTFOLIO SECURITIES

Each Funds’ complete schedule of portfolio holdings for the first and third quarters is filed with the SEC on Form N-Q. The Trust’s Form N-Q is available without charge, upon request, by calling 1-877-386-3890, or on the SEC’s website at www.sec.gov. The Trust’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

4. HOUSEHOLD DELIVERY OF SHAREHOLDER DOCUMENTS

In order to reduce expenses, the Trust delivers one copy of an annual/semiannual report, prospectus and/or proxy statement on behalf of two or more shareholders at a shared address (householding). If you do not wish to participate in householding, please indicate this preference on your new account application (if you are opening a new account) or call 1-877-FUND890 (877-386- 3890) to change the status of your existing account. You may change your status at any time.

40

INNOVATOR ETFs TRUST II

Additional Information (Unaudited) (Continued)

5. TAX INFORMATION

For the fiscal year ended October 31, 2019, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003.

For the taxable year ended October 31, 2019, the percentage of ordinary income dividends paid by the Funds that qualify for the dividends received deduction available to corporations was 0.00%.

For the taxable year ended October 31, 2019, the Funds didn’t pay any ordinary income distributions that were designated as short-term capital gain distributions under Internal Revenue Section 871(k)2(c).

41

INVESTMENT ADVISOR

Innovator Capital Management, LLC

109 North Hale Street

Wheaton, IL 60187

INVESTMENT SUB-ADVISOR

Penserra Capital Management, LLC

140 Broadway, 26^th Floor

New York, NY 10005

DISTRIBUTOR

Foreside Fund Services, LLC

Three Canal Plaza, Suite 100 Portland, ME 04101

ADMINISTRATOR, FUND ACCOUNTANT & TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

CUSTODIAN

U.S. Bank, N.A.

1555 North RiverCenter Drive, Suite 302

Milwaukee, WI 53212

LEGAL COUNSEL

Chapman and Cutler LLP

111 West Monroe Street,

Chicago, Illinois 60603

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, Ohio 44115

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s Principal Executive Officer and Principal Financial Officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Brian Wildman is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE 10/31/2019		FYE 9/30/2019		FYE 3/31/2019
Audit Fees	$	3,500	$	11,000	$	14,000
Audit-Related Fees		-		-		-
Tax Fees	$	7,000	$	3,500	$	3,500
All Other Fees		-		-		-

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by the principal accountant applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

	FYE 10/31/2019			FYE 9/30/2019			FYE 3/31/2019
Audit-Related Fees		0	%		0	%		0	%
Tax Fees		0	%		0	%		0	%
All Other Fees		0	%		0	%		0	%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE 10/31/2019		FYE 9/30/2019		FYE 3/31/2019
Registrant	$	7,000	$	3,500	$	3,500
Registrant’s Investment Adviser		-		-		-

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee, consisting of the entire Board, are as follows: Brian Wildman, Joe Stowell and Mark Berg.

Item 6. Investments.

(a)

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b)

Not Applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a)

The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)

(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Furnished herewith.

(2)

A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

(3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

(4)

Change in the registrant’s independent public accountant. Not Applicable.

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Innovator ETFs Trust II

By (Signature and Title)* /s/ Bruce Bond

Bruce Bond, Principal Executive Officer

Date December 20, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Bruce Bond

Bruce Bond, Principal Executive Officer

Date December 20, 2019

By (Signature and Title)* /s/ John Southard

John Southard, Principal Financial Officer

Date December 20, 2019

* Print the name and title of each signing officer under his or her signature.

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