0001398344-16-009025 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • January 14th, 2016 • Amplify ETF Trust • New York

THIS AGREEMENT is made and entered into as of this 13th day of January, 2016, by and between AMPLIFY ETF TRUST, a Massachusetts business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • January 14th, 2016 • Amplify ETF Trust • New York

THIS DISTRIBUTION AGREEMENT (the “Agreement’) is made as of this 13th day of January, 2016 between Amplify ETF Trust (the “Trust”), a Massachusetts business trust and Quasar Distributors, LLC (the “Distributor”), a Delaware limited liability company. Amplify Investments LLC, a Delaware limited liability company and the investment advisor to the Trust (the “Adviser”), is a party hereto with respect to Article 5 only.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 14th, 2016 • Amplify ETF Trust • New York

THIS AGREEMENT is made and entered into as of this 13th day of January, 2016, by and between AMPLIFY ETF TRUST, a Massachusetts business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 14th, 2016 • Amplify ETF Trust • New York

THIS AGREEMENT is made as of this 13th day of January, 2016, by and between AMPLIFY ETF TRUST, a Massachusetts business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 14th, 2016 • Amplify ETF Trust • New York

THIS AGREEMENT is made and entered into as of the 13th day of January, 2016, by and between AMPLIFY ETF TRUST, a Massachusetts business trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

Investment Management Agreement
Investment Management Agreement • January 14th, 2016 • Amplify ETF Trust • Illinois

Investment Management Agreement (“Agreement”) made this [ ] day of [ ], by and between Amplify ETF Trust, a Massachusetts business trust (the “Trust”), and Amplify Investments LLC, a Delaware limited liability company (the “Adviser”).

Investment Sub‑Advisory Agreement
Investment Sub‑advisory Agreement • January 14th, 2016 • Amplify ETF Trust • Illinois

Investment Sub-Advisory Agreement made as of this ____ day of __________, ____ by and among the Amplify ETF Trust, a Massachusetts business trust (the “Trust”), Amplify Investments LLC, a Delaware limited liability company (the “Manager”) and a registered investment adviser with the Securities and Exchange Commission (“SEC”), and Penserra Capital Management LLC, a registered investment adviser with the SEC organized under the laws of the State of New York (the “Sub‑Adviser”).

Amplify ETF Trust Subscription Agreement
Subscription Agreement • January 14th, 2016 • Amplify ETF Trust

This Subscription Agreement (the “Agreement”) made this [ ] day of [ ] by and between Amplify ETF Trust, a Massachusetts business trust (the “Trust”), on behalf of its series, Amplify Online Retail ETF (the “Fund”), and Amplify Holding Company LLC, a Delaware limited liability company (the “Subscriber”).

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