SecProbe.io

CORRESP
1
filename1.htm

[Chapman
and Cutler LLP Letterhead]

January 12, 2024

VIA EDGAR CORRESPONDENCE

Lisa Larkin

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Amplify ETF Trust

    File Nos. 333-207937; 811-23108

Dear Ms. Larkin:

This letter responds to your
comments provided by telephone regarding the registration statement filed on Form N-1A for Amplify ETF Trust (the “Trust”)
with the Staff of the Securities and Exchange Commission (the “Staff”) on July 26, 2023 (the “Registration
Statement”). The Registration Statement relates to the Amplify Global Cloud Technology ETF (the “Fund”),
a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration
Statement.

Comment 1 – General

The Staff notes that this
is an automatically effective filing pursuant to Rule 485(b) of Securities Act of 1933, and as such, a Staff accountant is not required
to review the Registration Statement. If the Registrant intends to request acceleration of the filing, please ensure a Staff accountant
reviews the Registration Statement.

Response to Comment 1

The Registrant acknowledges
the Staff’s comment relating to the requirement of a Staff accountant’s review of a Registration Statement filed pursuant
to an acceleration request.

Comment 2 – Investment Objective.

The Staff notes that the investment
objective states, “The Amplify Global Cloud Technology ETF seeks investment results that generally correspond (before fees and expenses)
to the total return performance of the Dan Ives Global Cloud Technology Prime Index NTR (the “Index”).” Please change
“correspond” to “correlate” as the Staff believes “correlate” is a more accurate term.

Response to Comment 2

The disclosure has been revised
in accordance with the Staff’s comment.

Comment 3 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“The Fund invests at least 80% of
its total assets, exclusive of collateral held from securities lending, in the component securities of the Index and in ADRs and GDRs
based on the component securities in the Index.”

Please confirm that “total
assets” is equivalent to net assets plus borrowings for investment purposes under Rule 35d-1.

Response to Comment 3

The Fund confirms “total
assets” is equivalent to net assets plus borrowings for investment purposes. However, the Fund has revised the disclosure to state
that the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in the component securities of the Index.

Comment 4 – Principal Investment Strategies

Please
specify what securities are included in the 20% bucket. If the Fund intends to invest in derivatives as part of the 20% bucket, please
ensure enough specificity in the risk disclosure with respect to derivatives.

Response to Comment 4

The Fund points the Staff
to the first paragraph under “Additional Information about the Fund’s Strategies and Risks,” which includes the following
disclosure: “The Fund may invest up to 20% of its total assets in equity securities that are not in the Fund’s Index to the
extent that Amplify Investments LLC (the “Adviser”) believes such investments should help the Fund’s overall portfolio
to provide returns substantially similar to the Index.” The Fund supplementally confirms that it does not intend use the 20% bucket
to invest in derivatives.

Comment 5 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“The Fund may also invest in other
investment companies that principally invest in the types of instruments allowed by the investment strategies of the Fund.”

Please confirm that acquired
fund fees and expenses (AFFE) does not need to be disclosed in the fee table.

Response to Comment 5

The Fund confirms that it
does not expect to incur AFFE during its first year of operations.

    - 2 -

Comment 6 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“The Index tracks the performance
of the exchange-listed equity securities (or corresponding American Depositary Receipts (“ADRs”) or Global Depositary Receipts
(“GDRs”)) of companies across the globe that are: i) engaged in providing infrastructure, equipment, connectivity, data back-up
and storage services, and data center management for enterprise-based software applications, or ii) engaged in providing cloud-based software
platforms that enable businesses to move data and software applications onto the cloud - cloud-enabling Software as a Service (SaaS) technologies.”

Please confirm that “cloud
– cloud-enabling Software as a Service (SaaS) technologies” is an accurate description of the Index methodology.

Response to Comment 6

The Fund confirms that both
instances of “cloud” should appear in the disclosure. To clarify, the disclosure has been revised as follows:

“The Index tracks the performance
of the exchange-listed equity securities (or corresponding American Depositary Receipts (“ADRs”) or Global Depositary Receipts
(“GDRs”)) of companies across the globe that are: i) engaged in providing infrastructure, equipment, connectivity, data back-up
and storage services, and data center management for organization-based (“enterprise”) software applications, or ii) engaged
in providing platforms that enable businesses to move data, networking, analysis, analytics and software applications over the Internet
(the “cloud”), including cloud-enabling Software as a Service (SaaS) technologies. SaaS allows users to connect to and use
cloud-based apps over the Internet (e.g., email and calendaring).”

    - 3 -

Comment 7 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“The Index tracks the performance
of the exchange-listed equity securities (or corresponding American Depositary Receipts (“ADRs”) or Global Depositary Receipts
(“GDRs”)) of companies across the globe that are: i) engaged in providing infrastructure, equipment, connectivity, data back-up
and storage services, and data center management for enterprise-based software applications, or ii) engaged in providing cloud-based software
platforms that enable businesses to move data and software applications onto the cloud - cloud-enabling Software as a Service (SaaS) technologies.”

Please add a plain English
explanation of “cloud-enabling Software as a Service (SaaS) technologies”.

Response to Comment 7

The disclosure has been revised
in accordance with the Staff’s comment. Please refer to the Fund’s response to Comment No. 6.

Comment 8 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“Companies
meeting the above criteria are screened for investbility…”

Please change “investbility”
to “investability”.

Response to Comment 8

The disclosure has been revised in accordance with
the Staff’s comment.

    - 4 -

Comment 9 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

“At the time of
each reconstitution, the value of Index components with headquarters in any single country (including the United States) will not comprise
more than 50% of the value of the Index.”

Given that global is in the
Fund’s name, consistent with Rule 35d-1, please include a reference to how the Fund will invest its assets in investments tied economically
to a number of countries throughout the world. For example, the Fund can include a 40% test (i.e., under normal market conditions, the
Fund will invest 40% of its assets, unless market conditions are not favorable, in which case the Fund will invest at least 30% of its
assets, in companies organized or located in multiple countries outside the United States or doing a substantial amount of business outside
the United States).

Response to Comment 9

The Fund respectfully submits
that the use of the term “global” in the Fund’s name is consistent with the Staff’s guidance. The Rule 35d-1 Adopting
Release states that a fund using “global” in its name is not subject to Rule 35d-1 under the Investment Company Act of 1940,
as amended. The Staff stated that it “would expect, however, that investment companies using these terms [international and global]
in their names will invest their assets in investments that are tied economically to a number of countries throughout the world.”
(IC-24828, January 17, 2001, footnote 42). The Fund points the Staff to the immediately succeeding sentence of the above-referenced disclosure,
which states: “The Index is expected to be composed of securities of issuers with headquarters in at least three countries (including
the United States).”

In addition, the disclosure
has been revised as follows:

“At the time of each
reconstitution, the value of Index components with headquarters in any single country (including the United States) will not comprise
more than 50% of the value of the Index. If any country weight is greater than 50%, then the Index Provider will perform the following
weighting redistribution process: (i) redistribute the weights of the components from a single country with a country weight greater than
50% proportionately to the remaining components, such that the new country weight is 50% and (ii) iterate through such redistribution
process until no country weight exceeds 50%. The Index is composed of securities of issuers with headquarters in at least three countries
(including the United States).”

Therefore, because the Fund
will have significant exposure to non-U.S. countries, the Fund believes that the use of the term “global” in the Fund’s
name is appropriate.

    - 5 -

Comment
10 – Principal Investment Strategies

The Staff notes the following
statement set forth in the section entitled “Principal Investment Strategies”:

Concentration Policy. The Fund
will not concentrate its investments (i.e., invest more than 25% of the value of its total assets) in securities of issuers in any industry
or group of industries, except to the extent the Index is concentrated in an industry or a group of industries.

Please disclose whether the
Index is currently concentrated and if so, disclose the specific industry or group of industries in which the Index is concentrated.

Response to Comment 10

In accordance with the Staff’s
comment, the Fund has revised the disclosure as follows:

“The
Fund will not concentrate its investments (i.e., invest more than 25% of the value of its total assets) in securities of issuers
in any one industry or group of industries, except to the extent that the Index concentrates in an industry or group of industries. As
of the date of this prospectus, the Index is concentrated in the [______] industries.”

Comment 11 – Principal Risks

The Staff notes that the principal
risks appear in alphabetical order. The Staff requests the Fund list its principal
risks in the order of importance rather than alphabetically. See ADI 2019-08 – Improving Principal Risk Disclosure.

Response to Comment 11

The Fund respectfully declines
to revise the disclosure as requested by the Staff. Ultimately, the Fund has reached the same conclusion as many other industry participants
and declines to make the requested revisions as it believes the disclosure is compliant with the requirements of Form N-1A. The Fund continues
to evaluate its approach to the ordering of risk factors in light of recent Securities and Exchange Commission guidance.

Comment 12 – Principal Risks

The Staff notes “ETF
Risks” set forth in the section entitled “Principal Risks.” Please supplementally confirm if the Fund invests in instruments
traded outside of a collateralized settlement system.

Response
to Comment 12

The Registrant confirms that
none of the instruments in which the Fund intends to invest in are traded outside of a collateralized settlement system.

    - 6 -

Comment 13 – Principal Risks

Please confirm whether an
“Index Provider Risk” should be included in the Principal Risks.

Response
to Comment 13

In accordance with the Staff’s
comment, the following disclosure has been added to the Fund’s prospectus:

Index
Provider Risk. The Fund seeks to achieve returns that generally correlate, before fees and expenses, to the performance of the Index,
as published by their Index Provider. There is no assurance that the Index Provider will compile the Index accurately, or that the Index
will be determined, composed or calculated accurately. The composition of the Index is heavily dependent on information and data supplied
by third parties over which the Adviser has no or limited ability to oversee. While the Index Provider gives descriptions of what the
Index is designed to achieve, the Index Provider does not provide any warranty or accept any liability in relation to the quality, accuracy
or completeness of data in its indices, and it does not guarantee that its Index will be in line with its methodology. Because of this,
if the composition of the Index reflects any errors, the Fund’s portfolio can be expected to also reflect the errors. In addition,
data and information on non-U.S. countries may be unreliable or outdated or there may be less publicly available data or information about
non-U.S. countries due to differences in registration, accounting, audit and financial record keeping standards which creates the potential
for errors in Index data, Index computation and/or Index construction and could have an adverse effect on the Fund’s performance.

Comment 14 – Principal Risks

The Staff notes the “China
and Hong Kong Investment Risk” and “Japan Investment Risk” set forth in the section entitled “Principal Risks.”
Please consider adding disclosure specific to China and Hong Kong and Japan to the strategy section.

Response
to Comment 14

In accordance with the Staff’s
comment, the following disclosure has been added to the “Principal Investment Strategies” section:

“Additionally,
the Index had significant exposure to companies operating in China and Hong Kong and Japan.”

    - 7 -

Comment 15 – Additional Information about the Fund’s
Strategies and Risks

The Staff notes that the following
disclosure appears in Item 9 under the section entitled “Additional Information About the Fund’s Strategies and Risks”:

The Fund will invest at least 80% of its
total assets, exclusive of collateral held from securities lending, in the component securities of its respective Index and in American
Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”) based on the component securities in the
Index (the “80% Policy”).

Please add this 80% policy
to Item 4 under “Principal Investment Strategies”

Response
to Comment 15

The
disclosure has been revised in accordance with the Staff’s comment.

Comment 16 – Additional Information about the Fund’s
Strategies and Risks

The Staff notes that the following
disclosure appears twice in the section entitled “Additional Information About the Fund’s Strategies and Risks”:

The Fund’s investment objective
has been adopted as a non-fundamental investment policy and may be changed without shareholder approval upon reasonable notice to shareholders.

Please remove the duplicative
language.

Response
to Comment 16

The
disclosure has been revised in accordance with the Staff’s comment to remove the duplicative language. For the sake of clarity,
the disclosure in the “Additional Information About the Fund’s Strategies and Risks” has been revised across all of
the shell registration statements, including this Registration Statement, as follows:

“The Fund is a
series of the Trust, an investment company and a passively m