SecProbe.io

CORRESP
 1
 filename1.htm

 [Chapman
and Cutler LLP Letterhead]

 August
1, 2025

 VIA
EDGAR CORRESPONDENCE

 Daniel
Greenspan
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
Mr. Greenspan,

 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 May 30,
2025 (the "Registration Statement" ). The Registration Statement relates to the Amplify SILJ Covered Call ETF (a "Fund" ),
a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the applicable
Registration Statement. References to a "Fund" and to changes to be made to a Fund's Registration Statement shall be
deemed to refer to each Fund unless otherwise stated below.

 Comment
1 – Principal Investment Strategies

 The
section entitled "Principal Investment Strategies" states that there is no guarantee that the Fund will achieve the Target
Option Premium in any given investment period. Please revise the disclosure to also clearly note that there is no guarantee that the
Fund will make a distribution.

 Response
to Comment 1

 In
accordance with the Staff's comment, the disclosure has been revised as follows:

 The
Fund expects to make distributions from the income generated from its call writing strategy on a monthly basis; however, there is no
guarantee that the Fund will make a distribution in any given period.

 Comment
2 – Principal Investment Strategies

 Please
revise the disclosure to make clear that the Target Option Premium is not intended to be a projection of the Fund's return.

 Response
to Comment 2

 In
accordance with the Staff's comment, the following disclosure has been added to the section entitled "Principal Investment
Strategies:"

 The
Target Option Premium is not a projection or guarantee of the Fund's future performance or total return.

 Comment
3 – Principal Investment Strategies

 Please
revise the disclosure in the section entitled "Principal Investment Strategies" to disclose that distributions to the Fund's
shareholders may be treated as return of capital.

 Response
to Comment 3

 In
accordance with the Staff's comment, the disclosure has been revised as follows:

 The
Fund currently expects to make distributions on a monthly basis, a portion of which may be considered return of capital. Distributions
in excess of the Fund's current and accumulated earnings and profits will be treated as a return of capital.

 The
Registrant also refers the Staff to the "Distribution Tax Risk," which discusses this possible tax treatment in further detail.

 Comment
4 – Principal Investment Strategies

 Please
revise the disclosure in the section entitled "Principal Investment Strategies" to make clear that while the Target Option
Premium remains constant, the amount of distribution may vary depending on the changes in the Fund's net asset value ("NAV")
over time.

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 Response
to Comment 4

 In
accordance with the Staff's comment, the disclosure has been revised as follows:

 While
the Fund seeks to generate the Target Option Premium, the actual premium earned during a one-year period will depend on the NAV of the
Fund at the time the options are sold. The amount of premium the Fund receives for writing options is directly related to the value of
the underlying assets, as represented by the Fund's NAV. When the Fund's NAV is higher, the notional value of the options
sold is greater, which generally results in higher option premiums. Conversely, when the Fund's NAV is lower, the notional value
of the options is reduced, resulting in lower premiums received. The Target Option Premium is calculated based upon the NAV of the Fund
at the time the weekly option contracts are entered into and assumes the NAV will remain constant over a one-year period. However, the
Fund's NAV is expected to fluctuate over time due to market conditions, volatility and other factors. Accordingly, the actual option
premium received by the Fund over the course of any year may be greater or less than the Target Option Premium, depending on changes
in the Fund's NAV over time. If the NAV of the Fund remains level or decreases during any one-year period, the annualized premium
generated by the Fund may be significantly less for that time period. As a result, the amount of distributions paid to shareholders may
vary from year to year, depending on the actual option premium received by the Fund.

 Comment
5 – Principal Investment Strategies

 The
Staff notes the column under "Covered Call Writing" states, "Call options are sold out-of-the-money (i.e., the strike
price is above the strike price of the corresponding sold call) to generate an annualized premium of 18%." Please revise this language
to mirror the language used earlier in the section.

 Response
to Comment 5

 In
accordance with the Staff's comments, the disclosure has been revised as follows:

 Call
options are sold out-of-the-money (i.e., the strike price is above the strike price of the corresponding sold call) at a level sufficient
to generate 1.5% monthly (18% annualized) option premium.

 Comment
6 – Principal Investment Strategies

 The
Staff notes that the Fund's 80% investment policy states that "The Fund invests at least 80% of its net assets (plus borrowings
for investment purposes) in financial instruments that provide investment exposure to Equity Securities held by the SILJ ETF."
Please supplementally confirm that the Fund's exposure to the Silver Price is outside of the Fund's 80% investment policy.

 Response
to Comment 6

 The
Registrant confirms that while the Fund's notional exposure to the Silver Price may be material at times given market conditions,
the Fund's exposure to the Silver Price is outside of the Fund's 80% investment policy.

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 Comment
7 – Principal Investment Strategies

 Please
supplementally explain to the Staff what assumptions are being made, or are otherwise necessary, in order for the Fund to generate the
Target Option Premium. For example, does the Fund account for any offsetting effects, such as options that expire unexercised or situations
where the premiums received are offset by a decrease in the Fund's NAV?

 Response
to Comment 7

 In
order for the Fund to generate the Target Option Premium, the Fund assumes that it will write call options on at least 90% of its long
holdings, substantially covering its portfolio. The options written are typically out-of-the-money (OTM), generally ranging from 5% to
20% OTM, which is intended to balance the potential for premium income with the likelihood of the options being exercised. The Fund's
modeling to achieve the Target Option Premium has been conducted across a variety of market environments, including periods of low and
high volatility, to ensure that the target is reasonably attainable under different market conditions. These factors are incorporated
into the Fund's modeling and assumptions to provide a realistic expectation of its ability to generate the Target Option Premium.

 Comment
8 – Principal Investment Strategies

 Please
revise the disclosure to include a brief description of a junior silver mining company.

 Response
to Comment 8

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

 Comment
9 – Principal Investment Strategies

 Please
supplementally explain in detail how the monthly and annualized target in the Fund's strategy is reasonable under current and anticipated
market conditions. Further, please confirm that the Fund will revise its name and strategy should market conditions change such that
achieving the target is no longer reasonable.

 Response
to Comment 9

 The
Registrant confirms that the Adviser has performed an analysis of the options premium income that it reasonably believes will be available
to the Fund. As noted above in response to comment no. 7, the Fund's modeling to achieve the Target Option Premium has been conducted
across a variety of market environments, including periods of low and high volatility, to ensure that the target is reasonably attainable
under different market conditions.

 The
Registrant further confirms it will periodically assess the reasonableness of the target and the Fund will revise its strategy should
market conditions change such that achieving the stated target is no longer reasonable.

 - 4 -

 Comment
10 – Principal Investment Strategies

 Please
clarify whether the Fund is targeting a specific rate of distribution to shareholders as distinguished from the Target Option Premium.

 Response
to Comment 10

 The
Fund is not targeting a specific rate of distribution. While the total distributions paid to shareholders will not be identical to the
Target Option Premium, the other sources of income (such as dividends and interest earned on U.S. Treasuries) are not expected to be
material as compared to the Target Option Premium.

 Comment
11 – Principal Investment Strategies

 Please
supplementally confirm if the Fund intends to use the income derived from the income component of its strategy for purposes other than
making distributions to shareholders. If so, please describe what those other uses would be.

 Response
to Comment 11

 The
Registrant confirms that the income derived from the income component of its strategy will only be used to make distributions to shareholders.

 Comment
12 – Principal Investment Strategies

 Please
supplementally confirm whether the Fund anticipates writing call options in amounts that exceed its physical and synthetic long positions.
If so, would these be considered uncovered calls? Under what circumstances might the Advisor engage in writing uncovered calls?

 Response
to Comment 12

 The
Fund confirms that it does not intend to write call options in amounts that exceed its physical and synthetic long positions.

 Comment
13 – Principal Investment Strategies

 Please
briefly explain the relationship between the fluctuations in the Fund's NAV and the premium income generated such that the amount
of premium earned depends on the NAV at the time the options are sold.

 Response
to Comment 13

 Please
refer to the Fund's response to comment no. 4 above for the revised disclosure.

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 Comment
14– Principal Risks

 Please
add disclosure to the section entitled "Principal Risks" to clarify that notwithstanding the distributions of premium income,
shareholders can still experience a loss if the Fund's investment holdings perform poorly.

 Response
to Comment 14

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

 Comment
15 – Additional information

 Please
consider whether expanded disclosure of the Fund's principal investment strategies should be added per Item 9(b) of Form N-1A.

 Response
to Comment 15

 The
Fund believes that the investment strategy disclosure, as currently separated between Items 4 and 9, is compliant with the requirements
of Form N-1A and is presented in a manner conducive to investor comprehension. The Fund believes that the information included in response
to Item 4(a) is the information that shareholders should know before investing and this information is not required to be repeated in
Item 9(b). General Instruction C(3)(c)(i) of Form N-1A notes that other than in response to Items 2 through 8, a fund may group the response
to any Item in any manner that organizes the information into readable and comprehensible segments and is consistent with the intent
of the prospectus to provide clear and concise information about the fund.

 Comment
16 – Statement of Additional Information

 The
Staff notes that fundamental policy (7) states: "The Fund will not concentrate its investments in securities of issuers in any
industry, as the term "concentrate" is used in the 1940 Act. This restriction does not apply to obligations issued or guaranteed
by the U.S. government, its agencies or instrumentalities, or securities of other investment companies."

 (a) Please
 confirm if this fundamental policy is accurate with respect to the Fund's strategy.

 (b) Please
 also revise "industry" in the above-referenced fundamental policy to refer to
 "industry or group of industries."

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 Response
to Comment 16

 In
accordance with the Staff's comment, fundamental policy (7) has been revised as follows:

 The
Fund will not concentrate its investments in securities of issuers in any industry or group of industries, as the term "concentrate"
is used in the 1940 Act, except to the extent the SILJ Index concentrates in any industry or group of industries. This restriction does
not apply to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or securities of other investment
companies.

 Comment
17 – Statement of Additional Information

 If
applicable, please file any licensing agreement or sub-licensing agreement as an exhibit.

 Response
to Comment 17

 The
Registrant confirms that the above-referenced agreements are not applicable to the Fund.

 ********

 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

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