Amplify Etf Trust Investment Company Act File No
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STATEMENT OF ADDITIONAL INFORMATION AMPLIFY ETF TRUST INVESTMENT COMPANY ACT FILE NO. 811-23108 Amplify High Income ETF YYY Amplify Online Retail ETF IBUY Amplify CWP Enhanced Dividend Income ETF DIVO Amplify Transformational Data Sharing ETF BLOK Amplify Lithium & Battery Technology ETF (formerly Amplify Advanced Battery Metals and Materials ETF) BATT Amplify BlackSwan Growth & Treasury Core ETF SWAN Amplify International Online Retail ETF XBUY Amplify CrowdBureau® Online Lending and Digital Banking ETF (formerly Amplify CrowdBureau® Peer-to-Peer Lending & Crowdfunding ETF) LEND Amplify Seymour Cannabis ETF CNBS DATED MARCH 1, 2021 This Statement of Additional Information (“SAI”) describes shares of each of the funds set forth above (each a “Fund”, and collectively, the “Funds”), each a series of Amplify ETF Trust (the “Trust”). The SAI is not a prospectus and it should be read in conjunction with each Fund’s prospectus, dated March 1, 2021, as may be revised from time to time (each a “Prospectus”). The SAI is incorporated by reference into each Fund’s Prospectus. Capitalized terms used herein that are not defined have the same meanings as in the applicable Prospectus, unless otherwise noted. A copy of each Prospectus may be obtained without charge by writing to the Trust’s distributor, Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, ME 04101, or by calling toll free at 1-855-267-3837. Each Fund’s shares are principally listed for trading on NYSE Arca, Inc. TABLE OF CONTENTS GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS ...................................................................1 EXCHANGE LISTING AND TRADING ...................................................................................................5 INVESTMENT OBJECTIVES AND POLICIES ..........................................................................................6 INVESTMENT STRATEGIES .................................................................................................................9 SUBLICENSE AGREEMENTS .............................................................................................................46 INVESTMENT RISKS .........................................................................................................................48 MANAGEMENT OF THE TRUST .........................................................................................................58 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES ........................................................65 INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS ...............................................................65 BROKERAGE ALLOCATIONS ............................................................................................................91 ADDITIONAL INFORMATION ............................................................................................................95 PROXY VOTING POLICIES AND PROCEDURES ..................................................................................97 CREATION AND REDEMPTION OF CREATION UNITS .........................................................................98 REGULAR HOLIDAYS ....................................................................................................................109 FEDERAL TAX MATTERS ...............................................................................................................110 DETERMINATION OF NET ASSET VALUE .......................................................................................116 DIVIDENDS AND DISTRIBUTIONS ...................................................................................................118 MISCELLANEOUS INFORMATION ...................................................................................................119 PERFORMANCE INFORMATION ......................................................................................................119 FINANCIAL STATEMENTS ..............................................................................................................119 EXHIBIT A – PROXY VOTING GUIDELINES ................................................................................... A-1 EXHIBIT B –PRINCIPAL HOLDERS TABLE ......................................................................................B-1 - ii - GENERAL DESCRIPTION OF THE TRUST AND THE FUNDS The Trust was organized as a Massachusetts business trust on January 6, 2015 and is authorized to issue an unlimited number of shares in one or more series. The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust currently offers shares in eleven separate series. This SAI relates to the Funds listed below. The below also details whether each Fund is classified as a “diversified company” or a “non-diversified company” as such terms are defined under the 1940 Act. Amplify High Income ETF (“YYY”) Diversified Amplify Online Retail ETF (“IBUY”) Diversified Amplify CWP Enhanced Dividend Income ETF (“DIVO”) Non-Diversified Amplify Transformational Data Sharing ETF(“BLOK”) Diversified Amplify Lithium & Battery Technology ETF (formerly Amplify Advanced Battery Metals and Materials ETF) (“BATT”) Non-Diversified Amplify BlackSwan Growth & Treasury Core ETF (“SWAN”) Non-Diversified Amplify International Online Retail ETF (“XBUY”) Non-Diversified Amplify CrowdBureau® Online Lending and Digital Banking ETF (formerly Amplify CrowdBureau® Peer-to-Peer Lending & Crowdfunding ETF) (“LEND”) Non-Diversified Amplify Seymour Cannabis ETF (“CNBS”) Non-Diversified This SAI relates to the Funds. Each Fund, as a series of the Trust, represents a beneficial interest in a separate portfolio of securities and other assets, with its own objective and policies. The Board of Trustees of the Trust (the “Board of Trustees” or the “Trustees”) has the right to establish additional series in the future, to determine the preferences, voting powers, rights and privileges thereof and to modify such preferences, voting powers, rights and privileges without shareholder approval. Shares of any series may also be divided into one or more classes at the discretion of the Trustees. The Trust or any series or class thereof may be terminated at any time by the Board of Trustees upon written notice to the shareholders. Each share of a Fund has one vote with respect to matters upon which a shareholder vote is required, consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all series of the Trust vote together as a single class except as otherwise required by the 1940 Act, or if the matter being voted on affects only a particular series; and, if a matter affects a particular series differently from other series, the shares of that series will vote separately on such matter. The Trust’s Declaration of Trust (the “Declaration”) requires a shareholder vote only on those matters where the 1940 Act requires a vote of shareholders and otherwise permits the Trustees to take actions without seeking the consent of shareholders. For example, the Declaration gives the Trustees broad authority to approve reorganizations between a Fund and another entity, such as another exchange-traded fund, or the sale of all or substantially all of a Fund’s assets, or the termination of the Trust or a Fund without shareholder approval if the 1940 Act would not require such approval. The Declaration provides that by becoming a shareholder of a Fund, each shareholder shall be expressly held to have agreed to be bound by the provisions of the Declaration and to any By- laws adopted by such Fund. The provisions of the Declaration state that shareholders have no rights, privileges, claims or remedies under any contract or agreement entered into by the Trust or the Funds with any service provider or other agent to or contractor with the Trust or the Funds including, without limitation, any third party beneficiary rights. In addition, under the Declaration, shareholders do not have appraisal rights with respect to their shares and, except as the Trustees may determine from time to time, shall have no right to acquire, purchase or subscribe for any shares or securities of any Fund that it may issue or sell, or have any preference, preemptive, conversion or exchange rights. The provisions of the Declaration, any By-laws of the Funds and any contract or agreement entered into by the Trust or the Funds governed by applicable state law do not affect the rights of any shareholder under any provision of the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the 1940 Act, or any rule, regulation or order of the Securities Exchange Commission thereunder. The Declaration may, except in limited circumstances, be amended by the Trustees in any respect without a shareholder vote. The Declaration provides that the Trustees may establish the number of Trustees and that vacancies on the Board of Trustees may be filled by the remaining Trustees, except when election of Trustees by the shareholders is required under the 1940 Act. Trustees are then elected by a plurality of votes cast by shareholders at a meeting at which a quorum is present. The Declaration also provides that Trustees may be removed, with or without cause, by a vote of shareholders holding at least two-thirds of the voting power of the Trust, or by a vote of two-thirds of the remaining Trustees. The provisions of the Declaration relating to