Amplify Investments, LLC

Amplify, with its principal offices located at 3333 Warrenville Road, Suite 350, Lisle, IL 60532, is a Delaware limited liability company with a sole member, Amplify Holding Company LLC. Amplify was organized in 2014 and began providing investment advisory services in 2015. Christian Magoon is the founder, Chief Executive Officer, and the principal owner of Amplify. Amplify provides both discretionary and non-discretionary investment advisory services directly or by employing a “manager-of-managers” approach through which we enter into subadvisory agreements with investment advisers (each, a “Subadviser”) that provide discretionary investment management services directly. We monitor, evaluate and oversee each Subadviser’s performance. When necessary, we replace or terminate or, in the case of Amplify ETF Trust, we recommend to the Board of Trustees the replacement or termination of a Subadviser. With respect to Amplify ETF Trust, the Board of Trustees must approve each investment advisory and subadvisory agreement. We establish investment policies, strategies, and guidelines for each client and update those policies, strategies, and guidelines as necessary. In the case of fully discretionary subadvised arrangements, each Subadviser is responsible for making the dayto-day investment decisions for the assets that we have allocated to them, including the securities to be purchased or sold and the timing and manner in which to effect those securities transactions. All investment decisions must conform to the stated investment policies, strategies and guidelines. AMPLIFY ETF TRUST Amplify serves as investment adviser to each series of the Amplify ETF Trust (the "ETF Trust," each such series thereunder a “Fund” and collectively the “Funds”). The ETF Trust is organized as a Massachusetts business trust and is registered with the SEC under the Investment Company Act of 1940 as an open-end management investment company. The ETF Trust is comprised of both passively managed Funds that attempt to track non-proprietary indexes (each, an “Underlying Index”) and actively managed Funds designed to provide exposure to U.S. and international securities which may include options, fixed income, commodity, equity markets, total return swaps, and affiliated funds. Amplify provides investment advisory services with respect to each Fund, subject to the oversight of the Board of Trustees of Amplify ETF Trust. The shares of the Funds are registered under the Securities Act of 1933. Each Fund is an exchangetraded fund (“ETF”), meaning the Funds’ shares are listed on a national securities exchange, such as the Cboe BZX Exchange, Inc., NYSE Arca, Inc., or The NASDAQ Stock Market LLC and trade at market prices. The ETF Trust includes Funds pursuing the following general investment strategies:

Income Diversifiers: Focused on generating attractive income through a diverse set of yield‑oriented strategies, including covered calls, enhanced dividends, and multi‑asset income.

Growth Drivers: Designed to capture transformational growth trends across innovative themes such as blockchain, cybersecurity, artificial intelligence, and digital assets.

Core Enhancers: Risk‑managed, diversified strategies intended to strengthen and complement core portfolio allocations.

AMPLIFY COMMODITY TRUST Amplify Commodity Trust (the “Commodity Trust”) is a Delaware statutory trust comprised of multiple pooled investment vehicles (each, a “Pool,” and collectively, the “Pools”). The Commodity Trust continuously issues common shares of beneficial interest, which are listed and traded on NYSE Arca, Inc. Each Pool receives investment advisory services from Amplify, and the shares of the Pools are registered under the Securities Act of 1933. The Commodity Trust is not registered with the SEC under the Investment Company Act of 1940. Each Pool operates as an ETF.

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MODEL PORTFOLIO SERVICES Amplify offers a range of model portfolios (“Model Portfolios”) comprised of Amplify-sponsored ETFs, third-party ETFs, and/or individual securities, on a non-discretionary basis for use by third‑party registered investment advisers and other financial intermediaries (“Third‑Party Advisers”) to manage their underlying client accounts and through third‑party model portfolio platform sponsors (“Model Platform Sponsors”). Amplify constructs and maintains the Model Portfolios, but does not have an advisory, fiduciary, or other relationship with any underlying client of the Third-Party Advisers or Model Platform Sponsors. Instead, the Third-Party Advisers and Model Platform Sponsors retain full discretion over the implementation and management of the Model Portfolios within their clients’ accounts, including whether to follow them as provided or make other investment decisions for their clients. Amplify reviews and updates each of these Model Portfolio on a periodic schedule—generally monthly, quarterly, or annually—as agreed to with the Third-Party Advisers and Model Platform Sponsors. The Third‑Party Advisers and Model Platform Sponsors retain full responsibility for determining the suitability of any Model Portfolio for their clients and for selecting, recommending, and managing the investments in their clients’ accounts. Amplify’s services may include operational support related to pooled investment vehicles used within the portfolios. Amplify conducts research and analysis regarding securities and market conditions in connection with these services and may assist in communications with global market makers and participating dealers when relevant to the implementation of the Model Portfolios. Amplify also supports the preparation of marketing strategies and marketing materials related to the Model Portfolios for certain Third-Party Advisers. Amplify makes the Model Portfolios available as an informational resource. Model Portfolios are rebalanced on a predetermined schedule, but Third‑Party Advisers are solely responsible for determining whether and how to implement any changes for their underlying clients. Third‑Party Advisers remain responsible for all investment decisions, including evaluating each client’s investment objectives, risk tolerance, and financial circumstances. In certain arrangements, a Third‑Party Adviser may be affiliated with a Model Platform Sponsor. If a Third‑Party Adviser or its client elects to rebalance based on a Model Portfolio update, the resulting transactions may create tax consequences, commissions, or other costs. Amplify does not have, and will not obtain, trading authority over any account of a Third‑Party Adviser or its clients. Third‑Party Advisers may use multiple investment strategies, including strategies offered by other managers. Any implementation of a Model Portfolio, or any portion thereof, is conducted solely by the applicable Third‑Party Adviser, who exercises independent judgment in determining how to incorporate Model Portfolio information for its clients. ASSETS UNDER MANAGEMENT As of December 31, 2025, Amplify had $17,632,005,402 assets under management, of which $16,883,738,252 were on a discretionary basis and $817,443,350 were on a non-discretionary basis.

Information is provided below regarding the fees paid to Amplify in exchange for the advisory services it provides. Amplify receives monthly fees from each Fund. Amplify's fees are calculated as stipulated in the applicable Fund's prospectus and are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which are incurred by the Fund either directly or indirectly through the Fund's net asset value (“NAV”) or expenses. Amplify’s fees will vary depending on various factors, including the strategy utilized in the applicable Fund’s investment program. The fees and compensation associated with Amplify’s investment advisory services include unitary fees and management fees which are detailed below.

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UNITARY FEES Certain Funds within the Amplify ETF Trust pays a unitary fee based on the daily net asset value of each Fund and is deducted from the respective Fund’s assets monthly in arrears. Out of the unitary fee, Amplify pays substantially all operating expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services. Amplify is responsible for compensating Subadvisers, if any, for advisory services. Each Fund's prospectus sets forth the applicable unitary fee, which generally ranges from 0.20% to 0.75% annually, and is described in the respective Fund’s prospectus. Each Fund subject to the unitary fee structure will bear certain transaction related fees and other expenses, such as taxes, brokerage fees, acquired fund fees, commissions and other transaction expenses, interest, and any extraordinary expenses (such as litigation and indemnification expenses). Under the unitary fee arrangement, Amplify, and not the Funds, would benefit from any price decreases in third-party services, including decreases resulting from an increase in net assets, to the extent such third-party services are included in the unitary fee structure. MANAGEMENT FEES Certain Funds pay a management fee to compensate Amplify for the services it provides. The management fee is based on the daily NAV of the Fund and is deducted from the Fund’s assets monthly in arrears. The management fee is negotiated with, and subject to approval by, the Trust’s Board. Each Fund's prospectus sets forth the applicable management fee, which generally ranges from 0.20% to 0.75% annually, and is described in the respective Fund’s prospectus. Unlike Funds subject to unitary fee arrangements, Funds subject to a management fee arrangement are responsible for their own direct expenses (such as transfer agency, custody, fund administration, legal, audit and other services). Each Pool pays a management fee that is calculated daily and paid monthly, which generally ranges from 0.15% (with a minimum fee of $125,000) to 0.30% (with a minimum fee of $50,000) annually and is described in the respective Pool’s prospectus. In addition, each Pool also pays Amplify for wholesale support services at an annual rate of $15,000 - $25,000 plus 0.12% - 0.15% of the Pool’s average daily net assets, payable monthly. MODEL PORTFOLIO SERVICES Amplify does not charge a separate fee for Model Portfolios consisting of Amplify-sponsored ETFs. Amplify earns a management fee from any Amplify-sponsored ETFs included in such models, as described in each respective ETF’s prospectus. For certain stock-selection models, Amplify receives an asset-based fee, as specified in the applicable client agreement. Model Platform Sponsors may charge their users a fee in exchange for access to the Model Portfolios (the “Platform Provider Fee”). Amplify, in its sole discretion, may determine to pay the Platform Provider Fee which is otherwise passed on to the Platform Provider’s clients. Amplify indirectly receives compensation in exchange for the Model Portfolios to the extent the Model Portfolios induce additional investment in the underlying Amplify-sponsored ETFs, and thus, increase the compensation received from the Amplify-sponsored ETFs. Third-Party Advisers and Model Platform Sponsors may charge or pass on additional fees and expenses to their underlying clients, including, but not limited to, transaction fees, custodial fees, subscription fees, and management fees. Such Third-Party Advisers, Model Platform Sponsors, and/or their underlying clients are responsible for considering and paying additional fees and expenses.

Amplify engages Subadvisers to provide day-to-day investment management over the Funds’ and the Pools’ (collectively, “Amplify ETFs”) assets allocated to them by Amplify. The Subadvisers utilize several methods of analysis across the Amplify ETFs varying investment strategies when managing assets. Amplify also maintains relationships with index providers responsible for the indexes that certain Funds are designed to track. We perform due diligence in selecting and monitoring the performance of Subadvisers and index providers and, if warranted, replace them. Selecting and monitoring Subadvisers and index providers includes the efforts of our Product, Operations, and Compliance teams and our Investment Committee, among others. The due diligence and ongoing oversight program for Subadvisers includes:

Identifying investment advisers that could serve as Subadvisers to Amplify ETFs.

Interacting with the personnel of, and obtaining and evaluating information from, each prospective Subadviser concerning its performance history, investment process and personnel, ownership structure and business relationships, including potential conflicts of interest, and legal, operational (including information technology), trading, and compliance infrastructure and resourcing.

Monitoring portfolio management and compliance with investment policies and restrictions on an ongoing basis, using questionnaires and in-person or virtual inspections.

Review of at least the relevant portions (or detailed summaries thereof) of each Subadviser’s compliance policies and procedures to determine that they are consistent with Amplify’s expectation of scope and quality, and are reasonably designed to prevent violations of the applicable laws, rules and regulations.

Amplify’s ongoing due diligence program for index providers includes:

Analyzing the index provider’s business structure and personnel;

Understanding the provider’s index construction, maintenance and oversight process; and

Reviewing the index provider’s procedures for testing the validity of the index and its processes for (i) modifying the index and (ii) identifying and escalating index errors.

INVESTMENT STRATEGIES OF THE ETFS Amplify’s index-based ETFs follow a passive approach, seeking to track their respective underlying indexes rather than outperform them, and they do not adopt temporary defensive positions during market declines or periods of overvaluation. These ETFs use either full replication or representative sampling strategies, and in certain cases a Subadviser may employ portfolio optimization when index constraints apply. Security analysis methods used in the sampling process may include charting, fundamental and technical analysis, transaction analysis, and tracking-error evaluation.

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In contrast, Amplify’s actively managed ETFs do not aim to replicate an index. Instead, they seek to achieve their specific investment objectives by applying research-driven or proprietary strategy models. The Subadvisers may utilize a wide range of investments in implementing the above strategies. These investments may include, but are not limited to, U.S. and international equity securities, ETPs, fixed income securities, cash and cash equivalents, money market securities including repurchase securities, money market funds, equity-based swaps, futures on cryptocurrency, metals, grains and tanker freight costs for shipping crude oil, U.S. exchange listed and FLEX option derivatives and use the use of affiliated funds. Equity Strategies Amplify has developed both index-based strategies—using proprietary and non‑proprietary indexes—and actively managed equity ETFs that provide exposure to U.S. and global markets, including strategies that utilize option derivatives, swaps, exchange‑traded futures, and other ETFs. Fixed Income Strategies Amplify has developed both non‑proprietary index strategies and actively managed covered call, fund‑of‑funds, and repurchase securities strategies designed to generate income. Income generation is a central objective of these approaches. The Funds that follow a covered call strategy invest in a portfolio of purchased and written put and call Flexible Exchange Options (“FLEX Options”) to achieve their objectives. FLEX Options are customized options contracts that provide investors the ability to customize key contract terms, such as exercise prices, styles, and expiration dates. Other Strategies Amplify has developed actively managed ETFs that provide exposure to a range of alternative asset types, including cryptocurrencies, various commodities such as metals and grains, tanker freight rates for crude oil shipping, and cannabis. INDEX-BASED ETFS Index-based ETFs are generally passively managed. These ETFs use an “indexing” investment approach to attempt to replicate, before fees and expenses, the performance of a specified index. The indices underlying the index-based strategies are provided by unaffiliated index providers. There is no assurance that the index providers will compile the indices accurately, or that the indices will be determined, composed, or calculated accurately. While the index providers give descriptions of what the indices are designed to achieve, the index providers do not provide any warranty or accept any liability in relation to the quality, accuracy, or completeness of data in their indices and do not guarantee that the indices will be in line with their methodology. Amplify works with unaffiliated Subadvisers to facilitate portfolio management of such ETFs. Index-based ETFs generally invest in all of the securities comprising the applicable index in proportion to the weightings of the securities in the applicable index or a representative sample of the securities in the applicable index. Under various circumstances, it may not be possible or practicable to purchase all of the securities comprising the applicable index. In those circumstances, the index-based ETFs may purchase a representative sample of securities in their applicable index. The performance of an index-based ETF may differ from the performance of its underlying index for a variety of reasons, such as operating expenses, portfolio transaction costs, or the use of sampling techniques. INVESTMENT STRATEGIES OF THE MODEL PORTFOLIOS Amplify offers Model Portfolios, which may mirror or be substantially similar to an Amplify-sponsored ETF, as a way to access typically broad investment strategies (e.g., income allocations, thematic allocations, asset allocations, etc.). They are constructed with ETFs, typically a blend of Amplify-sponsored ETFs and other sponsors’ ETFs, depending on the strategy.

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The asset allocation design, ongoing decision-making (e.g., ETF selection, risk management), and ongoing supervision of the model portfolios is done by the Model Investment Committee comprised of Amplify investment professionals that meet at a minimum of once per quarter. The specific model construction process for all our Model Portfolios will vary depending on the investment objective, though there are some general principles that are consistently applied. Capital Market Analysis

Inputs include macroeconomic indicators, market trends, and third-party research relevant to growth, inflation, interest rates, and asset class and sector dynamics.

These inputs are considered alongside committee views, internal research, and observations of structural market dynamics (such as seasonality, cyclicality, and related factors) to inform portfolio positioning.

Assessment of earnings outlooks, valuation metrics, and risk factors across major asset classes.

Model Investment Committee members may draw on sources such as proprietary internal research, product partner views, external strategist commentary, and historical performance patterns, among others, to inform positioning.

Asset-Level Analysis

Evaluation of fundamentals, valuations, and risk factors for each asset type (equity, fixed income, non-traditional).

Qualitative evaluation of the ETF universe, focusing on funds that meet the model’s investment strategy.

Ongoing monitoring of new ETF launches and changes to existing funds to identify candidates that align with the model’s criteria

Maintenance of a watchlist for ETFs under evaluation, updated quarterly and ad hoc as needed.

Portfolio Implementation

ETF selection process prioritizes Amplify funds that meet the model’s investment strategy

Emphasis on combining less-than-perfectly correlated assets to reduce overall portfolio risk and volatility.

Final asset allocation is determined by Model Investment Committee consensus.

Continuous Monitoring & Risk Management

The Model Investment Committee conducts regular, data-driven monitoring of key portfolio drivers – including market performance, factor exposures, sector concentrations, yield curve shifts, credit quality, duration, and model constraints – to proactively identify risks and opportunities.

Model exposures, risk contributions, and asset correlations are systematically reviewed to ensure alignment with portfolio objectives and to guide timely adjustments when necessary.

Additional adjustments made as needed to maintain alignment with model objectives.

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Analysis and Reporting

Performance attribution and risk analysis are conducted regularly to ensure exposure remains consistent with model objectives.

The Model Investment Committee reviews both qualitative and quantitative factors, including third-party research and product partner views, to inform positioning.

Model changes and rationale are documented for transparency and compliance.

Regular reporting to the committee includes asset class breakdowns (equity, fixed income, non-traditional) and qualitative commentary on ETF selection and portfolio positioning.

RISK OF LOSS Investing in securities involves risk of loss that clients should be prepared to bear. We have put controls in place to mitigate risks and actively monitor applicable risks and controls. The material risks relating to our investment strategies and methods of analysis are summarized below. Not all risks listed below will apply to every investment strategy, as certain risks may only apply to certain investment strategies or investments in different types of securities. The summary provided is not intended to be a complete description of the risks associated with the investment strategies and methods of analysis employed by Amplify. The descriptions of risk of loss herein do not represent a complete enumeration or explanation of all risks involved in purchasing shares of any Amplify ETF. For a more fulsome explanation of the associated risks of loss, review the applicable ETF’s prospectus available at www.amplifyetfs.com. Active Management Risk There is a risk that our judgments about the attractiveness, value or potential appreciation in a client’s investments may prove to be incorrect. If the selection of securities or strategies fail to produce the intended results, the account could underperform other accounts with similar objectives and investment strategies. Asset Allocation Risk Investing in multiple asset classes (either directly or indirectly, such as through pooled investment vehicles) can facilitate diversification but also creates exposure to the risks of many different areas of the market. The selection of investments and the allocation of assets among various asset classes and market sectors could cause an account to underperform other accounts with a similar investment objective but a different asset allocation. Further, the allocation of assets among multiple Subadvisers or strategies within an asset class creates exposure to the risks of different strategies and the assets may be allocated to a Subadviser or strategy that underperforms other strategies or Subadvisers within an asset class. Brokerage There is risk a Subadviser may engage in frequent trading to implement an investment strategy. More frequent trading of portfolio securities or other financial instruments will normally result in higher brokerage commissions, transaction costs and taxes. For ETFs these costs are not included explicitly in the ETFs’ operating expense ratios. Instead, these costs are reflected in the ETFs’ net asset values, which can affect performance. While commission paid are reflected in ETFs’ financial statements, this may make it more difficult for ETF shareholders to observe brokerage commission practices.

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Read the rest in the brochure

We provide discretionary advisory services to registered investment companies and other pooled investment vehicles. We also provide non-discretionary Model Portfolios to registered investment advisers, financial institutions, and third-party platforms. These clients are more fully described above under “Advisory Business”.

Amplify does not charge performance-based fees or engage in side-by-side management.

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Commodity Pool Operator Amplify is registered with the Commodity Futures Trading Commission (CFTC) as a commodity pool operator (CPO) and is a member of the National Futures Association (NFA). Certain Amplify employees, including some members of management, are considered associated persons and/or principals as defined under CFTC Rule 3.1. Investment Companies Amplify ETF Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. Amplify ETF Trust’s Board of Trustees is responsible for overseeing Amplify ETF Trust’s business and each of its service providers, including Amplify. Amplify ETF Trust’s Board of Trustees is comprised of four trustees, three of whom are independent of Amplify. Amplify is engaged by the Board of Trustees of Amplify ETF Trust to serve as the investment manager to each ETF. Certain members of Amplify’s senior management serve as officers to Amplify ETF Trust. Distributor Foreside Fund Services, LLC (“Foreside”) serves as the distributor for the Funds. Foreside is registered with the SEC as a broker-dealer. Certain employees of Amplify, including certain management persons of Amplify, are registered representatives of Foreside for purposes of supporting the marketing and distribution efforts of the Funds. Foreside is not an affiliate of Amplify.

Amplify has adopted a Code of Ethics and Standards of Conduct (“Code of Ethics”) that requires all of its employees to conduct their activities and carry out their responsibilities following these standards:

Client interests must come first. Each employee must place at all times the interests of each client of Amplify first. In particular, each employee must avoid serving his or her own personal interests ahead of the interests of Amplify clients.

Each employee must avoid any situation involving an actual or potential impropriety with respect to his or her duties and responsibilities to Amplify clients.

No employee will take advantage of his or her position of trust and responsibility at Amplify and must avoid any situation that might compromise or call into question his or her exercise of full independent judgment in the best interests of Amplify clients.

Avoid violations of the federal securities laws. No employee will engage in any act, practice or course of conduct that would violate any applicable federal securities laws.

Each employee must promptly report potential violations to Amplify’s Chief Compliance Officer. Employees are required to preclear personal securities transactions and are subject to ongoing reporting regarding certain personal securities transactions and holdings. We review the reports submitted by our employees for compliance with our Code of Ethics. We actively monitor transactions by employees for compliance with our Code of Ethics. Employees are prohibited from transacting in any security while in possession of material non-public information regarding such security.

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All of our employees must certify upon their initial employment with Amplify, and then annually, that they have read and understand our Code of Ethics and have complied with all applicable requirements. The Code of Ethics also details policies and procedures regarding personal securities transactions by employees. Employees who are access persons are required to provide quarterly securities transaction reports and annual holdings reports, which are reviewed by Compliance. Employees are required to preclear investments in Amplify ETFs and their underlying holdings absent a de minimis exemption. A copy of Amplify's Code of Ethics is available to clients and prospective clients upon request. Additionally, the Code of Ethics of all Subadvisers to the Funds may be obtained directly from that Subadviser. Subadvisers On a quarterly basis, Amplify requires each Subadviser to certify that all its personnel who are engaged in providing investment advisory services to our clients have complied with the requirements of that Subadviser’s code of ethics. As part of our due diligence, we review each Subadviser’s code of ethics to assess how the Subadviser monitors trading by employees and to determine if the Subadviser has ethical walls and controls to prevent the misuse of inside information. To Request our Code of Ethics You may request a copy of our Code of Ethics by contacting: Compliance at Amplify Investments LLC, 3333 Warrenville Road, Suite 350, Lisle, IL 60532 or by sending an email to compliance@amplifyetfs.com. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS Amplify has adopted policies and associated procedures intended to address any actual conflict of interest in a manner that is fair and equitable for Amplify and its clients and does not disadvantage a client relative to Amplify, and to make full disclosure of those conflicts to its clients. Ongoing monitoring to address personal and firm conflicts is conducted by compliance or business unit employees using various systems and reports. The results of these reviews are discussed with senior management as appropriate. Conflicts that are not eliminated are addressed through disclosure and/or adoption of policies and procedures reasonably designed to manage or mitigate such conflicts. We seek to disclose material conflicts of interest to our clients and prospective clients, including disclosure in this Part 2A of Form ADV, and seek to manage and mitigate conflicts through governance, oversight and the adoption of additional policies and procedures. We cannot guarantee that our policies and procedures will detect and prevent or lead to the disclosure of any situation in which a conflict may arise. Potential Conflicts Between Amplify Employees and Clients An Amplify employee may have a conflict of interest where the employee has a personal interest that could be placed ahead of the employee’s obligations to Amplify or its clients. Such personal conflicts may arise, for example, in the following circumstances. Outside Business Activities. An outside business activity is any business activity outside of an employee’s job at Amplify. The interests of such organization may conflict with those of Amplify or its clients, and/or may require time commitments that interfere with the employee’s responsibilities to Amplify. Personal Securities Transactions. Personal securities transactions in pooled funds managed by Amplify present a conflict of interest if they are timed in such a way as to disadvantage other investors in those funds or take advantage of non-public information obtained about the fund or its holdings. Personal Relationships or Substantial Financial Interest. Employees may not direct business to a person or entity due to a personal relationship. Employees are required to bring to our attention any personal relationship that could adversely affect their judgment or objectivity. For example, the selection of a vendor should not be based on a personal relationship.

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In addition, employees may not, without prior approval, have a substantial financial interest in any entity (whether through ownership or investment) involved in a business transaction with Amplify or engaged in businesses similar to any business engaged in by Amplify. Gifts and Entertainment. Employees may occasionally give or receive gifts, meals or entertainment of moderate value, subject to compliance with applicable laws and regulations and rules of self-regulatory organizations. Potential conflicts of interest may exist with respect to such activity if it is intended to influence, or appears to influence, business decisions or the business decisions of our clients or prospects. In addition, employees are prohibited from soliciting the receipt of gifts, meals or entertainment. Political Contributions. Potential conflicts may exist with respect to political contributions if the contributions appear to be made with the intent of influencing a public official about the award of public contracts or mandates. Charitable Contributions. Employees may have a conflict of interest when making contributions to a charitable organization that is affiliated with, or is favored by, one of our clients. Charitable contributions could give the appearance of our improperly favoring one individual or institution over another or of our seeking to exert an improper influence on the requestor or recipient of a contribution. Sales Activity. Employees engaged in selling Amplify products or services may have an incentive to make sales whether or not such products or services are in the best interests of a potential client because sales may be considered in connection with their compensation and also result in increased revenue to Amplify. Potential Conflicts Between Amplify and its Clients Potential or actual conflicts of interest between client accounts and Amplify may arise in a variety of circumstances. Set forth below are examples of potential conflicts of interest between client accounts and Amplify. Valuation. When client accounts hold illiquid or difficult to value investments, Amplify faces a conflict of interest when making recommendations regarding the value of such investments since our management fees are generally based on the value of assets under management. Proxy Voting. Occasionally, a conflict of interest may arise with respect to proxy voting. For example, the issuer of the securities being voted may also be a client of Amplify. Securities in which Amplify has a Financial Interest. Amplify, on behalf of its clients, may purchase or sell securities of companies in which Amplify (or its respective officers and employees) have interests. This creates a conflict of interest because it produces incentives to promote these securities over others. Model Portfolios. The Model Portfolios provided by Amplify to financial advisers and institutions may be comprised of Amplify-sponsored products or a combination of Amplify-sponsored products and third-party products. When including Amplify-sponsored products in a Model Portfolio, we have a financial interest in the Fund shares that we recommend since we receive a fee from each Fund based on a percentage of the net assets allocated to such products. In selecting among Amplify-sponsored products, we may also have a conflict in selecting Amplify products based on a financial or other incentive, such as an interest in growing the assets of a particular Amplify-sponsored product. Affiliated Accounts. We manage accounts on our own behalf as well as on behalf of our clients. We could be considered to have an incentive to favor Amplify accounts over those of our clients. We may direct Subadvisers to utilize certain Amplify-sponsored products for cash management purposes. To manage this conflict, we waive our management fee in an amount equal to the acquired fund fees and expenses related to any investment in the Amplify-sponsored product.

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Large Accounts/Higher Fee Strategies. Large accounts and clients typically generate more revenue than do smaller accounts or clients, and certain of Amplify’s strategies have higher fees than others. As a result, Amplify could be considered to have an incentive to favor accounts that pay a higher fee or generate more income.

Pursuant to the subadvisory agreements between Amplify and its Subadvisers, the Subadvisers are responsible for placing all orders for the purchase and sale of portfolio securities of the Amplify-sponsored products, subject to the oversight of Amplify. The following description of the Subadvisers’ policies is qualified in its entirety to reference to the relevant Subadvisers’ disclosures concerning their brokerage practices. Subadvisers do not use a fixed formula to decide how to distribute brokerage activity. Instead, they place trades with the goal of achieving the best overall results for each portfolio. Most trading costs are paid through brokerage commissions or dealer and underwriter spreads. Fixed income and money market securities are generally traded on a net basis, so they typically do not involve brokerage commissions or transfer taxes. The respective Subadviser selects the broker it believes can best execute a particular transaction, consistent with its duty to seek best execution. When a Fund and other accounts trade the same security at the same time, the Subadviser will generally aggregate the orders. The Subadviser works to ensure fair treatment of all clients over time, often allocating trades on a pro‑rata basis so each account receives an equivalent percentage exposure. Because the Funds and client accounts generally avoid thinly traded or illiquid securities, competition for the same investment opportunities is reduced. SELECTION OF BROKERS OR DEALERS TO EFFECT TRADES In selecting brokers or dealers to implement transactions, the Subadvisers will give consideration to a number of factors, including:

price, dealer spread or commission, if any,

the reliability, integrity and financial condition of the broker-dealer,

size of the transaction,

difficulty of execution,

brokerage and research services provided, and

confidentiality and anonymity.

Consideration of these factors by a Subadviser, either in terms of a particular transaction or the Subadviser’s overall responsibilities with respect to the portfolio and any other accounts managed by the Subadviser, could result in the applicable portfolio paying a commission or spread on a transaction that is in excess of the amount of commission or spread another broker-dealer might have charged for executing the same transaction. SOFT DOLLARS Amplify does not have any soft dollar arrangements. Amplify has instructed Subadviser’s that the Amplify-sponsored products cannot contribute to or participate in any soft dollar arrangements the Subadviser may have with brokers.

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MODEL PORTFOLIOS Amplify is not responsible for trading, and will not execute any brokerage trades, in connection with the provision of any Model Portfolio. The applicable client will have sole investment discretion and responsibility for the direction and execution of trades for the underlying securities of the Model Portfolio.

Amplify has not, but in the future may enter into arrangements with third-party financial firms and consultants pursuant to which Amplify will directly or indirectly, engage and compensate such third-party in connection with certain marketing, promotion and/or referral services with respect to Amplify’s advisory business and investment products. The payments would be intended to compensate financial intermediaries (including broker-dealers) for, among other things, marketing shares of the Amplify ETFs, including but not limited to: inclusion on preferred or recommended lists or in certain promotional programs from time to time sponsored by the financial intermediaries; access to the financial intermediaries registered sales persons; and /or other specified services of persons intended to assist in the marketing of the Amplify ETFs. Such payments may be based on various factors, including levels of assets or some other criteria. These payments may create an incentive for a financial intermediary to sell and recommend certain investment products, including the Amplify ETFs, over other products for which it may receive less compensation. Amplify may compensate Model Platform Sponsors to make certain Amplify Model Portfolios available to Third-Party Advisers on their platforms. These payments do not change the price paid by investors for the purchase of Fund shares or the amount the Funds will receive as proceeds from such sales. Furthermore, many of these payments are not reflected in the fees and expenses listed in the fee table section of the Funds’ prospectuses because they are not paid by the Funds. Investors can ask their intermediaries for information about any payments they receive from Amplify and the services it provides for

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those payments. Investors may wish to take intermediary payments into account when considering and evaluating any recommendations relating to Fund shares.

Neither Amplify nor its management personnel has been involved in any legal or disciplinary event that we believe is material to a client’s evaluation of Amplify or the integrity of its management.

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The Investment Committee is responsible for ensuring the Subadvisers are managing the portfolios in accordance with the portfolios’ stated investment objective, considering risk, liquidity, and other relevant factors. The Investment Committee is comprised of Brad Bailey (CFO), William Belden (President), Miguel Gonzalez (Head of Fund Operations), Nate Miller (Head of Product), and David Wilding (COO). The accounts managed by Amplify are subject to ongoing review by both the Investment Committee and the Subadvisers. Amplify monitors the activities of each Subadviser daily and conducts more detailed reviews on a quarterly basis. Additional reviews may be prompted by changes to a Fund’s underlying index, portfolio securities, or updates to its Prospectus. Amplify provides quarterly reports on the Funds to the Board of Trustees and meets with the Board on a quarterly basis. Amplify may also meet with the Board and deliver reports more frequently if it or the Board determines that additional reporting is warranted. The Funds’ daily and quarterly performance is available on the Funds’ website, which also publishes quarterly fact sheets, semi-annual reports, and audited annual reports for each Fund. The Investment Committee periodically reviews the securities allocations within each Model Portfolio; however, clients are not required to take any action based on these allocations. Accordingly, Amplify is not responsible for reviewing any actions or inactions taken by a client in response to Model Portfolio allocations. Amplify does not currently have, and is not expected to obtain, trading authority over any Model Portfolio client’s account. Each client may employ multiple strategies, including those offered by other investment managers. Implementation of any investment strategy—including those informed by a Model Portfolio—remains solely the responsibility of the client, who must exercise independent judgment regarding how to utilize any Model Portfolio information. Amplify provides periodic performance reports for each Model Portfolio to the clients who utilize them.

Amplify does not take custody of client funds or securities and does not serve as custodian for any clients.

We have discretionary authority to manage the assets of each of our clients. This authority is established in the investment advisory agreements with each of our clients. We may utilize Subadvisers as described above at “Advisory Business” and “Methods of Analysis, Investment Strategies and Risk of Loss.” Amplify does not have investment discretion over the assets of Third-Party Advisers and their underlying clients pursuing the Model Portfolio strategies. While Amplify is responsible for establishing the allocations in each Model Portfolio, Amplify does not have any investment discretion with respect to the implementation of any Model Portfolio for any Third-Party Adviser or their underlying clients.

Amplify generally retains proxy voting authority over client securities but may delegate proxy voting responsibilities to Subadvisers. Amplify has adopted Proxy Voting Policies designed to ensure the proxy voting process is conducted in the best interests of our clients in all instances where Amplify retains or delegates proxy voting authority. When granted full discretion to vote proxies on behalf of a client for assets that Amplify has allocated to a Subadviser, Amplify may delegate proxy voting responsibility to such Subadviser with respect to the assets allocated by Amplify to that Subadviser. It is Amplify’s policy to only delegate proxy voting authority to a Subadviser that Amplify reasonably believes will be able to exercise that proxy voting authority in the best interests of Amplify’s clients. Amplify has adopted Proxy Voting Policies designed to ensure the proxy voting process is conducted in the best interests of our clients when delegated proxy voting authority. Before we delegate proxy voting responsibility to a Subadviser, our Compliance Team reviews the Subadviser’s proxy voting policies (including their specific proxy voting guidelines) to determine if they are reasonably designed to ensure that Subadviser can administer the proxy voting process and vote proxies in the best interests of our clients. We review material amendments to the proxy voting policies of each Subadviser to confirm that those policies continue to meet that standard. In each instance where Amplify has retained proxy voting authority, Amplify is obligated to vote proxies in a manner consistent with its fiduciary duty to act in the best interests of shareholders. Amplify will normally vote or administer the voting of ballots in accordance with Amplify’s proxy voting guidelines. In order to facilitate the proxy voting process with respect to assets for which Amplify retains proxy voting responsibilities, Amplify has engaged Egan-Jones Proxy Services (“Egan-Jones”), a proxy advisory firm, to provide research, analysis and voting recommendations consistent with Amplify’s proxy voting guidelines. Broadridge Investor Communication Solutions, Inc. has been retained to provide administrative services through the Broadridge ProxyEdge platform. These administrative services include the receipt of proxy ballots, access to the voting recommendations of Egan-Jones, vote execution based upon the proxy voting guidelines adopted by Amplify, reports reflecting the proxy voting activities of the portfolios, and maintenance of the proxy voting records. Information on how Amplify voted proxies relating to portfolio securities is available: (1) without charge, upon request, by calling (855) 267-3837, and (2) on the SEC’s website at www.sec.gov. A copy of Amplify’s proxy voting policy also is available upon request. We do not permit clients to direct Amplify’s votes.

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CONFLICTS Where Amplify retains proxy voting responsibilities, we have the obligation to assess the extent, if any, to which there may be a material conflict between the interests of an account on the one hand and Amplify and its affiliates, directors, officers, employees (and other similar persons) on the other hand. If we determine that a conflict may exist, we will resolve the conflict in accordance with our proxy voting procedures and promptly report the matter and its resolution to Amplify’s Chief Compliance Officer. Amplify is authorized to resolve any such conflict in a manner that is in the best interests of its clients. Where Amplify delegates proxy voting responsibility to its Subadvisers, each Subadviser votes proxies and assesses and resolves conflicts of interest in accordance with its own proxy voting policies. Amplify reviews each such Subadviser’s proxy voting policies and procedures, including provisions relating to the manner in which the Subadviser addresses conflicts. Subadvisers may come to different voting decisions on the same or similar proposals. So long as each Subadviser is acting in the best interests of our clients when making their proxy voting decisions, we believe that our clients will benefit from each Subadviser applying their own analysis to the proxy voting decision. FUND OF FUNDS ARRANGEMENTS Certain client assets are or may be invested in other Funds or ETFs. Proxy voting for these assets is performed at the underlying fund level in accordance with our policy. OUR CLIENTS MAY REQUEST INFORMATION Our clients may request a copy of our Proxy Voting Policy or information regarding specific votes cast on their behalf by contacting compliance@amplifyetfs.com.

We are not aware of any financial condition that is reasonably likely to impair Amplify's ability to meet contractual commitments to clients.

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