SecProbe.io

CORRESP
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filename1.htm

[Chapman
and Cutler LLP Letterhead]

October
11, 2023

VIA
EDGAR CORRESPONDENCE

John
F. Kernan

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: SOX
                                            Review for Amplify ETF Trust

    (File
                                            number 811-23108)

Dear
Mr. Kernan:

This
letter responds to comments provided by the staff of the Securities and Exchange Commission (the “Staff”) via
telephone, pursuant to Section 408 of the Sarbanes-Oxley Act of 2002, regarding the funds included within the Amplify ETF Trust (the “Trust”)
listed in Exhibit A attached hereto (each, a “Fund” and collectively, the “Funds”).
Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Funds’ Annual Report for
the fiscal year ended October 31, 2022 (the “Annual Report”) as filed on Form N-CSR with the Staff on January 5,
2023.

Comment
1

The
Staff notes the Management Discussion of Fund Performance for the Trust comprises solely of a single page, four paragraphs market performance
review with accompanying performance graphs. Aside from the inferences that a shareholder might draw from the market performance review,
there are no Fund level discussions of the factors that materially affect the performance, including the investment strategies and techniques
used by the Funds’ Adviser and Sub-Advisers to assist shareholders and understanding the performance of their Funds which, in a
number of Funds, have been highly volatile. The Staff further notes that the Registrant does not appear to have taken any action to “consider
including a broader discussion of the factors materially affecting the Funds’ performance going forward” as stated in the
Trust’s response to earlier Staff concerns on this matter as outlined in the correspondence dated June 11, 2020. Please explain
how the Trust proposes to prospectively and retrospectively address the requirements of Item 27(b)(7) of Form N-1A.

Response
to Comment 1

The
Trust is currently reviewing its internal procedures and processes and will endeavor to provide a more robust analysis on its Management
Discussion of Fund Performance. On a prospective basis, the Trust will provide Fund level discussions of the material factors that affect
a Fund’s performance, including its investment strategies and the techniques used by the Adviser and Sub-Advisers to assist shareholders
in understanding the Fund’s performance.

Comment
2

It
appears that Amplify BlackSwan Growth & Treasury Core ETF (“SWAN”) and Amplify BlackSwan ISWN ETF (“ISWN”)
include all Treasury notes and bonds as Level 1 securities. Please supplementally describe if such Treasuries are off-the-run and describe
the active markets utilized for long dated off-the-run Treasuries for purposes of determining Level 1 classification. Additionally, please
describe if these Funds cross-traded any Treasuries during the relevant period in reliance on Rule 17a-7 under the Investment Company
Act of 1940.

Response
to Comment 2

The
Trust notes that the Advisor and Sub-Advisers for each Fund do not currently distinguish between off-the-run and on-the-run Treasuries
when purchasing securities. While the Trust believes the Treasuries purchased for the Funds are highly liquid, the Trust recognizes that
off-the-run Treasuries may be better classified as Level 2. On a prospective basis, the Trust will endeavor to update its fair value
hierarchy and classify its Treasuries as Level 2. Furthermore, the Trust confirms neither Fund cross-traded any Treasuries during the
relevant period.

* * * * * * * *

    2

Please
call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.

    Sincerely yours,

    Chapman and Cutler
    llp

    By:
    /s/
    Morrison C. Warren

    Morrison C. Warren

    3

Exhibit
A

    File
    #
    Registrant
    Name
    FYE
    Reviewed

    811-23108
    Amplify
    High Income ETF
    10/31/2022

    811-23108
    Amplify
    Online Retail ETF
    10/31/2022

    811-23108
    Amplify
    CWP Enhanced Dividend Income ETF
    10/31/2022

    811-23108
    Amplify
    Transformational Data Sharing ETF
    10/31/2022

    811-23108
    Amplify
    Lithium & Battery Technology ETF
    10/31/2022

    811-23108
    Amplify
    BlackSwan Growth & Treasury Core ETF
    10/31/2022

    811-23108
    Amplify
    Emerging Markets FinTech ETF
    10/31/2022

    811-23108
    Amplify
    Seymour Cannabis ETF
    10/31/2022

    811-23108
    Amplify
    BlackSwan ISWN ETF
    10/31/2022

    811-23108
    Amplify
    Thematic All-Stars ETF
    10/31/2022

    811-23108
    Amplify
    Digital & Online Trading ETF
    10/31/2022

    811-23108
    Amplify
    BlackSwan Tech & Treasury ETF
    10/31/2022

    811-23108
    Amplify
    Inflation Fighter ETF
    10/31/2022

    811-23108
    Amplify
    Natural Resources Dividend Income ETF
    10/31/2022

    811-23108
    Amplify
    International Enhanced Dividend Income ETF
    10/31/2022

    4