Filed Pursuant to Rule 497(b)
Registration No. 333-273457

COMBINED PROXY STATEMENT AND PROSPECTUS

For the Reorganizations of

September 28, 2023

Wedbush ETFMG Video Game Tech ETF (GAMR)

Wedbush ETFMG Global Cloud Technology ETF (IVES)

ETFMG Prime Cyber Security ETF (HACK)

ETFMG Prime Mobile Payments ETF (IPAY)

ETFMG Treatments, Testing and Advancements ETF (GERM)

BlueStar Israel Technology ETF (ITEQ)

ETFMG Alternative Harvest ETF (MJ)

ETFMG U.S. Alternative Harvest ETF (MJUS)

ETFMG Prime Junior Silver Miners ETF (SILJ)

AI Powered Equity ETF (AIEQ)

ETFMG Travel Tech ETF (AWAY)

Etho Climate Leadership US ETF (ETHO)

each a series of ETF Managers Trust

30 Maple Street, 2nd Floor | Summit, New Jersey 07901

September 28, 2023

Dear Shareholder:

On behalf of the Board of Trustees of ETF Managers Trust (the “ETF Managers Board”), we invite you to a Joint Special Meeting of Shareholders (the “Special Meeting”) of the Wedbush ETFMG Video Game Tech ETF (ticker: GAMR), the Wedbush ETFMG Global Cloud Technology ETF (ticker: IVES), the ETFMG Prime Cyber Security ETF (ticker: HACK), the ETFMG Prime Mobile Payments ETF (ticker: IPAY), the ETFMG Treatments, Testing and Advancements ETF (ticker: GERM), the BlueStar Israel Technology ETF (ticker: ITEQ), the ETFMG Alternative Harvest ETF (ticker: MJ), the ETFMG U.S. Alternative Harvest ETF (ticker: MJUS), the ETFMG Prime Junior Silver Miners ETF (ticker: SILJ), the AI Powered Equity ETF (ticker: AIEQ), the ETFMG Travel Tech ETF (ticker: AWAY) and the Etho Climate Leadership US ETF (ticker: ETHO) (each , a “Target Fund” and together, the “Target Funds”), each a series of ETF Managers Trust, on November 21, 2023, at the principal executive offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, at 11:00 a.m. Central time.

As discussed in more detail in the enclosed Combined Proxy Statement and Prospectus, at the Special Meeting, the shareholders of each Target Fund will be asked to consider and vote to approve the following:

•        the Agreement and Plan of Reorganization (the “Plan”) by and among ETF Managers Trust, on behalf of the applicable Target Fund, Amplify ETF Trust, on behalf of the corresponding fund indicated below (each an “Acquiring Fund”), and Amplify Investments LLC (“Amplify”);

•        the election of Eric Weigel as Trustee of the ETF Managers Trust; and

•        to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Each Acquiring Fund will have substantially similar investment policies and strategies as the corresponding Target Fund. However, the underlying index may be different for certain of the Acquiring Funds or the Acquiring Fund may track an index where the corresponding Target Fund was actively managed. Amplify will serve as the investment adviser to the Acquiring Funds if the Reorganization is approved, and the Acquiring Funds will be sub-advised by either Toroso Investment, LLC or Penserra Capital Management, whereas the Target Funds are managed by ETFMG. The Reorganizations will not result in any changes in service providers that execute the essential functions of administration, custody, and transfer agency.

The following table shows the Acquiring Funds and the corresponding Target Funds that utilize an underlying index:

The ETFMG U.S. Alternative Harvest ETF is an actively managed and therefore does not track an index. The Amplify U.S. Alternative Harvest ETF will also be actively managed and will have a substantially similar investment policy and investment strategy as the ETFMG U.S. Alternative Harvest ETF.

Each of the Acquiring Funds was established solely for the purpose of acquiring the assets of the corresponding Target Fund and continuing the Target Fund’s business. Each Acquiring Fund will commence operations upon the closing of the applicable Reorganization and the applicable Target Fund would then be dissolved. Upon shareholder approval and effectiveness of the Plan with respect to a Target Fund, you will receive shares of the corresponding Acquiring Fund equivalent to the value of your Target Fund shares as of the closing date of the Reorganization in complete liquidation and dissolution of the Target Fund, and you will no longer be a shareholder of your Target Fund but will become a shareholder of the corresponding Acquiring Fund. The Reorganizations generally are not expected to result in the recognition of gain or loss by a Target Fund or its shareholders for federal income tax purposes, and no sales loads, commissions, or other transactional fees will be imposed on shareholders in connection with the tax-free exchange of their shares. However, following each Reorganization, an Acquiring Fund may buy and sell securities as necessary to meet its investment strategies or to track a new underlying index. The expense of any such repositioning will be borne by the applicable Acquiring Fund and, indirectly, its shareholders, along with any other additional indirect costs, such as market impact costs associated with such transactions. See “Will I incur any direct or indirect fees or expenses as a result of the Reorganization?” in the attached “Questions and Answers” for additional information.

If shareholders of a Target Fund do not approve the applicable Reorganization, then the Reorganization will not be implemented. In that case, for each Target Fund that does not approve the applicable Reorganization, the ETF Managers Board will consider what further actions to take with respect to such Target Fund, including but not limited to alternative reorganizations with different acquiring funds and the liquidation of such Target Fund.

Additional information about the Acquiring Funds is included in Appendix D of the Combined Proxy Statement and Prospectus and in the Statement of Additional Information related to the Combined Proxy Statement and Prospectus.

YOUR VOTE IS IMPORTANT.

The ETF Managers Board believes that the proposed Reorganizations are in the best interest of the Target Funds’ shareholders and recommends that you vote “FOR” the approval of the Plan to authorize the Reorganizations with respect to the Target Funds. The ETF Managers Board recommends that you vote “FOR” the election of Eric Weigel as Trustee of the ETF Managers Trust.

You can vote in one of four ways:

•        By mail with the enclosed proxy card;

•        By internet through the website listed in the proxy voting instructions;

•        By automated touchtone using the toll-free number listed in the proxy voting instructions; or

•        In person at the special shareholders meeting on November 21, 2023.

Thank you for your consideration of this important proposal. Your vote is extremely important, so please read the enclosed Combined Proxy Statement and Prospectus carefully and submit your vote. If you have any questions about the proposal, please call our proxy solicitor, Morrow Sodali Fund Solutions at (833) 553-5076.

Your vote is very important to us. Thank you for your response.

Respectfully,

Matthew Bromberg

Secretary

ETF Managers Trust

Wedbush ETFMG Video Game Tech ETF

Wedbush ETFMG Global Cloud Technology ETF

ETFMG Prime Cyber Security ETF

ETFMG Prime Mobile Payments ETF

ETFMG Treatments, Testing and Advancements ETF

BlueStar Israel Technology ETF

ETFMG Alternative Harvest ETF

ETFMG U.S. Alternative Harvest ETF

ETFMG Prime Junior Silver Miners ETF

AI Powered Equity ETF

ETFMG Travel Tech ETF

Etho Climate Leadership US ETF

each a series of ETF Managers Trust

30 Maple Street, 2nd Floor | Summit, New Jersey 07901

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2023

NOTICE IS HEREBY GIVEN that a Joint Special Meeting of Shareholders (the “Special Meeting”) of the Wedbush ETFMG Video Game Tech ETF, Wedbush ETFMG Global Cloud Technology ETF, ETFMG Prime Cyber Security ETF, ETFMG Prime Mobile Payments ETF, ETFMG Treatments, Testing and Advancements ETF, BlueStar Israel Technology ETF, ETFMG Alternative Harvest ETF, ETFMG U.S. Alternative Harvest ETF, ETFMG Prime Junior Silver Miners ETF, AI Powered Equity ETF, ETFMG Travel Tech ETF and Etho Climate Leadership US ETF (together, the “Target Funds”), each a series of ETF Managers Trust, is to be held on November 21, 2023 at 11:00 a.m. Central time, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202.

At the Special Meeting, you and the other shareholders of each Target Fund will be asked to consider and vote to approve the following:

•        The Agreement and Plan of Reorganization (the “Plan”) approved by the ETF Managers Trust Board of Trustees, which provides for the reorganization (each, a “Reorganization” and collectively, the “Reorganizations”) of the Target Funds, each a series of ETF Managers Trust, into the Amplify Video Game Tech ETF, Amplify Global Cloud Technology ETF, Amplify Cybersecurity ETF, Amplify Mobile Payments ETF, Amplify Treatments, Testing and Advancements ETF, Amplify BlueStar Israel Technology ETF, Amplify Alternative Harvest ETF, Amplify U.S. Alternative Harvest ETF, Amplify Junior Silver Miners ETF, Amplify AI Powered Equity ETF, Amplify Travel Tech ETF and Amplify Etho Climate Leadership U.S. ETF, respectively, each a newly created series of Amplify ETF Trust. Shareholders of each Target Fund will vote separately on the proposal to reorganize their Target fund into its corresponding Acquiring Fund. The approval of each Target Fund’s Reorganization is not contingent upon the approval of the other Target Funds’ Reorganizations;

•        The election of Eric Weigel as Trustee to the ETF Managers Trust; and

•        To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The persons designated as proxies may use their discretionary authority to vote as instructed by management of the Target Funds on any other proposals raised at the Special Meeting to the extent permitted by the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”), including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Special Meeting or any adjournments or postponements thereof.

Holders of record of the shares of beneficial interest in the Target Funds as of the close of business on September 8, 2023, are entitled to vote at the Special Meeting or any adjournments or postponements thereof.

If the necessary quorum to transact business or the vote required to approve any proposal is not obtained at the Special Meeting, or if a quorum is obtained but sufficient votes required to approve the Plan are not obtained, the chairman of the Special Meeting may adjourn the Special Meeting one or more times to permit, in accordance with applicable law, further solicitation of proxies with respect to the proposal.

This Notice of Special Meeting of Shareholders and the Combined Proxy Statement and Prospectus are available on the internet at https://proxyvotinginfo.com/p/etfmg, or by calling (toll-free) (833) 553-5076. On this webpage, you also will be able to access each Target Fund’s Prospectus, each Acquiring Fund’s Prospectus, and any amendments or supplements to the foregoing material that are required to be furnished to shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

By order of the Board of Trustees of ETF Managers Trust,

Matthew Bromberg

Secretary

ETF Managers Trust

September 28, 2023

Wedbush ETFMG Video Game Tech ETF (GAMR)

Wedbush ETFMG Global Cloud Technology ETF (IVES)

ETFMG Prime Cyber Security ETF (HACK)

ETFMG Prime Mobile Payments ETF (IPAY)

ETFMG Treatments, Testing and Advancements ETF (GERM)

BlueStar Israel Technology ETF (ITEQ)

ETFMG Alternative Harvest ETF (MJ)

ETFMG U.S. Alternative Harvest ETF (MJUS)

ETFMG Prime Junior Silver Miners ETF (SILJ)

AI Powered Equity ETF (AIEQ)

ETFMG Travel Tech ETF (AWAY)

Etho Climate Leadership US ETF (ETHO)

each a series of ETF Managers Trust

30 Maple Street, 2nd Floor | Summit, New Jersey 07901

QUESTIONS AND ANSWERS

Question: What is this document and why did you send it to me?

Answer: The attached Combined Proxy Statement and Prospectus (the “Proxy Statement”) is a joint proxy statement for the Wedbush ETFMG Video Game Tech ETF, the Wedbush ETFMG Global Cloud Technology ETF, the ETFMG Prime Cyber Security ETF, the ETFMG Prime Mobile Payments ETF, the ETFMG Treatments, Testing and Advancements ETF, the BlueStar Israel Technology ETF, the ETFMG Alternative Harvest ETF, the ETFMG U.S. Alternative Harvest ETF, the ETFMG Prime Junior Silver Miners ETF, the AI Powered Equity ETF, the ETFMG Travel Tech ETF and the Etho Climate Leadership US ETF (each, a “Target Fund”, and together, the “Target Funds”), each a series of ETF Managers Trust, and a joint prospectus for the shares of the Amplify Video Game Tech ETF, the Amplify Global Cloud Technology ETF, the Amplify Cybersecurity ETF, the Amplify Mobile Payments ETF, the Amplify Treatments, Testing and Advancements ETF, the Amplify BlueStar Israel Technology ETF, the Amplify Alternative Harvest ETF, the Amplify U.S. Alternative Harvest ETF, the Amplify Junior Silver Miners ETF, the Amplify AI Powered Equity ETF, the Amplify Travel Tech ETF and the Amplify Etho Climate Leadership U.S. ETF (each, an “Acquiring Fund”, and together, the “Acquiring Funds”) (each of the Target Funds and the Acquiring Funds, a “Fund”, and together, the “Funds”), each a newly created series of Amplify ETF Trust (“Amplify Trust”), an open-end management investment company registered with the U.S. Securities and Exchange Commission (“SEC”). The purposes of the Proxy Statement are to (1) solicit votes from shareholders of each Target Fund to approve the proposed reorganization of that Target Fund into the corresponding Acquiring Fund (each, a “Reorganization” and collectively, the “Reorganizations”), as described in the Agreement and Plan of Reorganization between ETF Managers Trust and the Amplify Trust (the “Plan”), a copy of which is attached to the Proxy Statement as Appendix A, (2) solicit votes from shareholders of the Target Funds to elect Eric Weigel as Trustee of the ETF Managers Trust, and (3) provide information regarding the shares of the Acquiring Funds. Approval of a Target Fund’s shareholders is required to proceed with the Reorganization of such Target Fund. If the shareholders of a Target Fund do not approve the proposal, then the Reorganization will not be implemented with respect to that Target Fund and the Board of Trustees of ETF Managers Trust (the “ETF Managers Board”) will consider what further actions to take with respect to each Target Fund, including alternative reorganizations with different acquiring funds and the liquidation of one or more of the Target Funds.

The Proxy Statement contains information that you should know before voting on the proposals including additional information about the Acquiring Funds in Appendix D and the Statement of Additional Information related to the Proxy Statement. The Proxy Statement should be retained for future reference.

Question: How does the ETF Managers Board recommend that I vote?

Answer: After careful consideration, the ETF Managers Board recommends that shareholders vote “FOR” the Plan and each proposed Reorganization.

The ETF Managers Board also recommends that you vote “FOR” the election of Eric Weigel as Trustee of ETF Managers Trust.

Question: What is the reason for the Reorganizations?

Answer: Amplify Investments LLC (“Amplify”) and ETF Managers Group LLC (“ETFMG”) entered into an Asset Purchase Agreement in order to effect the Reorganizations because they believe that the synergies that exist between the two organizations make reorganizing each Target Fund into its respective Acquiring Fund a compelling proposition. ETFMG is seeking to exit the investment advisory business and the similar investment style and objectives of each organization’s respective funds are complementary and led ETFMG to believe that transitioning Target Fund shareholders into the Acquiring Funds would benefit such shareholders. Each Acquiring Fund is a newly created series of Amplify Trust that was created specifically for the purpose of acquiring the assets and assuming the liabilities as set forth in the Plan of its corresponding Target Fund. Amplify currently serves as investment advisor to other ETFs in Amplify Trust and believes that by having the Target Funds in the same trust entity as its other ETFs, the Target Funds will be able to benefit from economies of scale and Amplify will be in a better position to market and brand its ETF business.

Amplify is an ETF provider sponsoring, advising, or sub-advising 15 ETFs with over $4.4 billion in assets under management as of June 30, 2023. The Reorganizations will allow Amplify to continue implementing the Target Funds’ thematic investment strategies.

Question: How will the Reorganizations work?

Answer: As part of the Reorganizations, new series of the Amplify Trust, referred to as the “Acquiring Funds,” with similar investment policies and strategies as the Target Funds, have been created. The Acquiring Funds are newly organized and have no assets or liabilities. If a Target Fund’s shareholders approve the Plan, such Target Fund will transfer all of its assets to the corresponding Acquiring Fund in return for shares of such Acquiring Fund and such Acquiring Fund’s assumption of the Target Fund’s liabilities as set forth in the Plan. Existing shareholders of the Target Fund will become shareholders of the Acquiring Fund and, immediately after the Reorganization, each shareholder will hold shares of the Acquiring Fund with a value equal to the aggregate net asset value of the Target Fund shares that the shareholder held immediately prior to the Reorganization. Subsequently, the Target Funds will be liquidated and terminated.

Please refer to the Proxy Statement for a detailed explanation of the proposals. If the Plan is approved by shareholders of the Target Funds at the Special Meeting of Shareholders (the “Special Meeting”), the Reorganizations are expected to be effective on or about December 15, 2023.

Question: Will I become an Acquiring Fund shareholder as a result of the Reorganizations?

Answer: Yes, you will become a shareholder of the applicable Acquiring Fund and will no longer be a shareholder of the applicable Target Fund. You will receive shares of the applicable Acquiring Fund with a value equal to the aggregate net asset value of your shares of the applicable Target Fund held immediately prior to the Reorganization.

Question: Will the investment strategies of the Target Funds change as a result of the Reorganizations?

Answer: No, the Acquiring Funds will have substantially similar policies and strategies as the Target Funds. However, some of the Acquiring Funds may have differences from their corresponding Target Funds, such as using a different, but substantially similar, underlying index to the corresponding Target Fund or tracking an index that implements the current strategy of the corresponding Target Fund which is actively managed, while other Acquiring Funds will track the same underlying index or implement the same active strategy, as further described in the Proxy Statement. While any changes in the underlying index or change from active management to index tracking may affect the specific constituents and the weight of constituents in an Acquiring Fund’s portfolio, any new index will have the same or similar investment strategy as the index or active strategy implemented by the Target Fund.

Question: Who will manage the Acquiring Funds?

Answer: The Reorganizations will shift management responsibility from ETFMG to Amplify, the investment adviser of the Acquiring Funds. Each Acquiring Fund will also have a sub-adviser who has responsibility for implementing the Acquiring Fund’s investment program by, among other things, trading portfolio securities and performing related

services, rebalancing the Acquiring Fund’s portfolio, and providing cash management services in accordance with the investment advice formulated by, and model portfolios delivered by, Amplify. The investment advisors for each Acquiring Fund is listed below.

ETF Managers Trust and the Target Funds are not affiliated with Amplify, the Amplify Trust, the subadvisors or the Acquiring Funds.

Question: Will there be changes to the Board of Trustees and service providers for the Acquiring Funds?

Answer: ETF Managers Trust and the Amplify Trust have different Boards of Trustees. While shareholders of the Target Funds are being asked to vote to elect Mr. Weigel to the ETF Managers Trust Board, Mr. Weigel does not (and will not) serve on the Amplify Trust Board. Amplify Trust and ETF Managers Trust also have different legal counsel, and independent registered public accounting firms, as set forth in the table below. However, ETF Managers Trust and the Amplify Trust have the same administrator, transfer agent, distributors, and custodian.

Question: Will the Reorganizations affect the ongoing fees and expenses I pay as a shareholder of the Target Funds?

Answer: The ongoing fees and expenses you pay as a shareholder of the Target Funds are expected to remain the same after you become a shareholder of the Acquiring Funds. Each Fund operates under a unitary fee contract structure whereby each Fund pays for its investment advisory and administrative services under what is essentially an “all-in” fee arrangement. The management fee for each of the Funds is set forth below.

The Funds, except for the Target SILJ Fund, have each adopted a Rule 12b-1 Distribution and Service Plan under which the applicable Fund may bear a Rule 12b-1 fee not to exceed 0.25% per annum of the Fund’s average daily net assets. However, no such fee is currently expected to be paid by the Acquiring Funds, and the Board of Trustees of the Amplify Trust has not approved the commencement of any payments under the plan. Similarly, no such fee is currently being paid by the Target Funds, and the Board of the Target Funds has not approved the commencement of any payments under the plan.

Question: Will I own the same number of shares of the Acquiring Funds as I currently own of the Target Funds?

Answer: Although the number of shares of the Acquiring Funds you receive may differ from the number of shares of the Target Funds that you hold, in exchange for your shares of the Target Funds, you will receive shares of the Acquiring Funds equal in value to the net asset value of your shares of the Target Funds immediately prior to the Reorganizations.

Question: Will the Reorganizations result in any taxes?

Answer: Each conversion of a Target Fund into the corresponding Acquiring Fund as part of a Reorganization is expected to qualify as a “reorganization” within the meaning of section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended. In general, a Target Fund will not recognize any gain or loss as a direct result of the transfer of all of its assets and liabilities as set forth in the Plan in exchange for shares of the corresponding Acquiring Fund or as a result of its liquidation and termination, and shareholders of the Target Fund will not recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization. Shareholders of the Target Funds should consult their own tax advisers regarding the federal, state, local, and other tax treatment and implications of the Reorganizations in light of their individual circumstances.

Question: Will my basis change as a result of the Reorganizations?

Answer: No, your aggregate tax basis for federal income tax purposes of the Acquiring Fund shares that you receive in the applicable Reorganization will be the same as the basis of the Target Fund shares that you held immediately before such Reorganization.

Question: Will I incur any direct or indirect fees or expenses as a result of the Reorganizations?

Answer: No commission or other direct transactional fees will be imposed on shareholders in connection with the Reorganizations. However, following each Reorganization and in connection with any changes to the investment objectives, investment strategies or indexes, each Acquiring Fund may buy and sell securities as necessary to track its new investment objective, investment strategy or index. The expense of any such repositioning will be borne by the applicable Acquiring Fund and, indirectly, its shareholders, along with any other additional indirect costs, such as market impact costs associated with such transactions.

Question: Why do I need to vote?

Answer: Your vote is needed to ensure that a quorum and sufficient votes are present at the Special Meeting so that the proposals can be acted upon. Your immediate response on the enclosed Proxy Card will help prevent the need for any further solicitations for a shareholder vote. Your vote is very important to us regardless of the number of shares you own.

Question: Who is paying expenses related to the Special Meeting and the Reorganizations?

Answer: ETFMG and Amplify will bear all direct expenses relating to the Reorganizations, including the costs relating to the Special Meeting and Proxy Statement. However, the indirect expenses of each Reorganization, primarily relating to the repositioning of assets after a Reorganization, will be borne by the applicable Acquiring Fund.

Question: Will the Reorganizations affect my ability to buy and sell shares?

Answer: No. You may continue to make additional purchases or sales of Target Fund shares through your financial intermediary up to and including the day of the Reorganizations, which is anticipated to be on or about December 15, 2023. Any purchases or sales of Target Fund shares made after the Reorganizations will be purchases or sales of the Acquiring Funds. If the Reorganizations are approved, your shares of the Target Funds will automatically be converted to shares of the Acquiring Funds.

Question: What will happen if the Plan is not approved by shareholders?

Answer: If shareholders of a Target Fund do not approve the Plan, then such Target Fund will not be reorganized into the corresponding Acquiring Fund and the Board will consider what further actions to take with respect to the Target Fund. In such event, the Target Fund will continue to operate and ETFMG will continue to serve as investment adviser to the Target Fund while the Board considers other alternatives in the best interest of each Target Fund’s shareholders, including alternative reorganizations with different acquiring funds and the liquidation of one or more of the Target Funds. The approval of each Target Fund’s Reorganization is not contingent upon the approval of the other Target Funds’ Reorganizations. Therefore, if the shareholders of one Target Fund approve the Plan, but shareholders of the other Target Funds have not approved the Plan, the Target Fund having received shareholder approval of the Plan may be reorganized into the applicable Acquiring Fund while shareholders of the other Target Funds may be solicited further.

Question: Why do I need to need to approve the election of a Trustee of ETF Managers Trust?

Answer: You are being asked to elect Eric Weigel to the Board of ETF Managers Trust so that the ETF Managers Trust may remain compliant with the Investment Company Act of 1940, as amended. Mr. Weigel has served as Trustee of the ETF Managers Trust since 2020, however, his appointment has not yet been approved by shareholders.

Question: How do I vote my shares?

Answer: You can vote your shares as indicated under “HOW TO VOTE YOUR SHARES” which immediately precedes this Question and Answers section.

Question: Who do I call if I have questions?

Answer: If you have any questions regarding the proposals or the proxy card, or need assistance voting your shares, please call the Target Funds’ proxy solicitor, Morrow Sodali Fund Solutions, toll-free at (833) 553-5076.

COMBINED PROXY STATEMENT AND PROSPECTUS

September 28, 2023

For the Reorganization of

This Combined Proxy Statement and Prospectus (the “Proxy Statement”) is being sent to you in connection with the solicitation of proxies by the Board of Trustees (the “ETF Managers Board”) of ETF Managers Trust, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company, for use at a Joint Special Meeting of Shareholders (the “Special Meeting”) of the Wedbush ETFMG Video Game Tech ETF, the Wedbush ETFMG Global Cloud Technology ETF, the ETFMG Prime Cyber Security ETF, the ETFMG Prime Mobile Payments ETF, the ETFMG Treatments, Testing and Advancements ETF, the BlueStar Israel Technology ETF, the ETFMG Alternative Harvest ETF, the ETFMG U.S. Alternative Harvest ETF, the ETFMG Prime Junior Silver Miners ETF, the AI Powered Equity ETF, the ETFMG Travel Tech ETF and the Etho Climate Leadership US ETF, each a series of ETF Managers Trust (each, a “Target Fund”, and together, the

“Target Funds”), at the principal executive offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, on November 21, 2023 at 11:00 a.m. Central time. At the Special Meeting, shareholders of the Target Funds will be asked to consider and vote upon the following proposals, as applicable:

After careful consideration, the ETF Managers Board recommends that shareholders of each Fund vote “FOR” the applicable proposals.

Amplify Trust is a Massachusetts business trust registered under the 1940 Act as an open-end management investment company. The Agreement and Plan of Reorganization between ETF Managers Trust and the Amplify Trust (the “Plan”) provides that all of the assets of each of the Target Funds will be transferred to the corresponding Acquiring Fund (each listed below) in exchange for shares of beneficial interest (“shares”) of the Acquiring Fund and the Acquiring Fund’s assumption of the Target Fund’s liabilities as set forth in the Plan. If shareholders of a Target Fund vote to approve the Plan, shareholders of the Target Fund will receive shares of the corresponding Acquiring Fund with a value equal to the aggregate net asset value (“NAV”) of their shares of the Target Fund held immediately prior to the Reorganization in complete liquidation and termination of the Target Fund. The approval of each Target Fund’s Reorganization is not contingent upon the approval of the other Target Funds’ Reorganizations. The table below shows the Target Funds and corresponding Acquiring Funds.

Those present and the appointed proxies also will transact such other business, if any, as may properly come before the Special Meeting or any adjournments or postponements thereof. This Proxy Statement sets forth concisely the basic information you should know before voting on the proposal. You should read it and keep it for future reference.

The following documents containing additional information about the Target Funds and the Acquiring Funds, each having been filed with the SEC, are incorporated by reference into (legally considered to be part of) this Proxy Statement:

•        the Statement of Additional Information dated September 28, 2023, relating to this Proxy Statement (the “Proxy Statement SAI”);

•        the Prospectus of the Target Funds, dated January 31, 2023, as amended and supplemented (the “Target Funds’ Prospectus”) (File Nos. 333-182274 and 811-22310);

•        the Statement of Additional Information of the Target Funds dated January 31, 2023, as amended and supplemented (the “Target Funds’ Prospectus”) (File Nos. 333-182274 and 811-22310);

•        the Semi-Annual Report for the Target Funds for the fiscal period ended March 31, 2023 (the “Target Funds’ Semi-Annual Report”) (File No. 811-22310); and

•        the Annual Report for the Target Funds for the fiscal year ended September 30, 2022 (the “Target Funds’ Annual Report”) (File No. 811-22310).

This Proxy Statement will be mailed on or about October 2, 2023 to shareholders of record of the Target Funds as of September 8, 2023.

The Target Funds’ Prospectus and the Target Funds’ Annual and Semi-Annual Reports have previously been delivered to shareholders of the Target Funds. Additional information about the Acquiring Funds that will be included in the Acquiring Funds’ Prospectus, when available, is included in Appendix D to this Proxy Statement. The Acquiring Funds are newly-organized and currently have no assets or liabilities. The Acquiring Funds have been created in connection with the Reorganization for the purpose of acquiring the assets and liabilities of the Target Funds as set forth in the Plan and will not commence operations until the date of the Reorganizations.

Copies of the Proxy Statement, Proxy Statement SAI, and any of the foregoing documents relating to the Target Funds are available upon request and without charge by writing the Target Funds’ distributor, Foreside Fund Services LLC, Three Canal Plaza, Suite 100, Portland, ME 04101, by visiting the Target Funds’ website at www.etfmg.com, or by calling 1-844-383-6477. Copies of documents relating to the Acquiring Funds, when available, may be obtained upon

request and without charge by writing to the Acquiring Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-070, by calling (toll-free) at (800) 617-0004 or visiting www.amplifyetfs.com. The principal listing exchange for each Target Fund is NYSE Arca, Inc., and the principal listing exchange for each Acquiring Fund will be NYSE Arca, Inc. The aforementioned documents, including all proxy materials are available for inspection at the offices of NYSE Arca, Inc.

An investment in the Target Funds or the Acquiring Funds is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investment in any fund involves investment risk, including the possible loss of principal.

TABLE OF CONTENTS

PROPOSALS no. 1 – 12 — to APPROVe OF THE AGREEMENT AND PLAN OF
REORGANIZATION

Overview of the Proposed ReorganizationS

The ETF Managers Board, including the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustee”), recommends that shareholders of the Target Funds approve the Plan, pursuant to which the Target Funds will reorganize into the Acquiring Funds and each Target Fund shareholder will become a shareholder of the corresponding Acquiring Fund (each, a “Reorganization” and collectively, the “Reorganizations”). The Form of the Plan is attached to this Proxy Statement as Appendix A. The ETF Managers Board considered the Reorganizations at meetings held on July 12 and July 14, 2023. Based upon the Independent Trustees’ evaluation of the terms of the Plan and other relevant information presented to the ETF Managers Board in advance of the meeting, and in light of its fiduciary duties under federal and state law, the Independent Trustees of the ETF Managers Board determined that the Reorganizations are in the best interests of each of the Target Funds and their shareholders. See the section entitled “Board Considerations” for a summary of the factors considered and conclusions drawn by the ETF Managers Board in approving the Plan and authorizing the submission of the Plan to shareholders for approval.

As part of the Reorganizations, new series of Amplify ETF Trust (“Amplify Trust”), each referred to as an “Acquiring Fund” and collectively as the “Acquiring Funds,” with similar investment policies and strategies as the corresponding Target Funds, have been created. Certain of the Acquiring Funds will track the same underlying index or implement the same active strategy as its corresponding Target Fund. However, some of the Acquiring Funds may have differences from their corresponding Target Funds, such as using a different, but substantially similar, underlying index to the corresponding Target Fund or tracking an index that implements the current strategy of the corresponding Target Fund which is actively managed, as further described in this Proxy Statement. While any changes in the underlying index or change from active management to index tracking may affect the specific constituents and the weight of constituents in an Acquiring Fund’s portfolio, any new index will have the same or similar investment strategy as the index or active strategy implemented by the Target Fund. If the shareholders of the Target Funds approve the Plan, the Reorganizations will have these primary steps:

•        All of the assets of the Target Funds will be transferred to the Acquiring Funds in exchange for shares of the Acquiring Funds and the Acquiring Funds’ assumption of the Target Funds’ liabilities as set forth in the Plan;

•        Immediately after the transfer of the Target Funds’ assets as provided for in the Plan, the Target Funds will distribute shares of the Acquiring Funds received by the Target Funds pro rata to their shareholders in redemption of the outstanding shares of the Target Funds;

•        Each Acquiring Fund will buy and sell securities as necessary to meet its investment strategies or track the appropriate index; and

•        The Target Funds will be liquidated and terminated.

Approval of the Plan with respect to a Reorganization will constitute approval of the transfer of the Target Fund’s assets to the corresponding Acquiring Fund, the assumption of the Target Fund’s liabilities by the corresponding Acquiring Fund as set forth in the Plan, the distribution of the Acquiring Fund shares to Target Fund shareholders, and the liquidation and termination of the Target Fund. Shares of an Acquiring Fund issued in connection with a Reorganization will have an aggregate NAV equal to the aggregate value of the assets that the corresponding Target Fund transferred to the Acquiring Fund, less the Target Funds’ liabilities that the Acquiring Funds assume. As a result of the Reorganizations, existing shareholders of a Target Fund will become shareholders of the corresponding Acquiring Fund. Shareholders of the Target Fund will receive shares of the Acquiring Fund with a value equal to the aggregate NAV of their shares of the Target Fund held immediately prior to the Reorganization. The expenses associated with repositioning an Acquiring Fund’s portfolio after the Reorganizations will be borne by the applicable Acquiring Fund and, indirectly, its shareholders. It is possible that there will be other indirect costs associated with the transition of investment strategies or indexes following the Reorganizations that will be borne by the each applicable Acquiring Fund and its shareholders. The Acquiring Funds’ portfolio managers will seek to mitigate any such costs.

For U.S. federal income tax purposes, each conversion of a Target Fund into the corresponding Acquiring Fund that is part of the Reorganization is expected to qualify as a “reorganization” within the meaning of section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). In general, a Target Fund will not recognize any gain or loss as a result of the transfer of all of its assets and liabilities as set forth in the Plan in exchange for shares of the corresponding Acquiring Fund or as a result of its liquidation and termination, and shareholders of the Target Funds will not recognize any gain or loss upon receipt of shares of the Acquiring Fund in connection with the Reorganization. ETF Managers Trust and Amplify Trust will receive an opinion from tax counsel to the Amplify Trust confirming such tax treatment.

Effects of the ReorganizationS

The primary purpose of the Reorganizations is for each Acquiring Fund to acquire the assets of its corresponding Target Fund and continue the business of the Target Fund. Certain basic information about the Target Funds and Acquiring Funds is provided in the table below.

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*        ETFMG Alternative Harvest ETF and Amplify Alternative Harvest ETF have each agreed to waive its management fee in an amount equal to the acquired fund fees and expenses such that Total Annual Fund Operating Expenses After Waiver/Reimbursement equal 0.75%.

The Reorganizations will shift management responsibility for the Target Funds from ETF Managers Group LLC (“ETFMG”) to Amplify Investments LLC (“Amplify”), as investment adviser of the Acquiring Funds, and Toroso Investment, LLC (“Toroso”) or Penserra Capital Management (“Penserra” and collectively with Toroso, each a “Sub-Adviser” and collectively, the “Sub-Advisers”), as applicable, as sub-advisers of the Acquiring Funds. Neither ETF Managers Trust nor ETFMG is affiliated with the Amplify Trust, Amplify or the Sub-Advisers.

The Target IVES Fund, Target HACK Fund, Target AIEQ Fund, Target ETHO Fund and Target AWAY Fund are each diversified for purposes of the 1940 Act while, in comparison, the Acquiring IVES Fund, Acquiring HACK Fund, Acquiring AIEQ Fund, Acquiring ETHO Fund and Acquiring AWAY Fund are each non-diversified for purposes of the 1940 Act. Therefore, these Acquiring Funds will be subject to additional “Non-Diversification Risk” as compared to their respective Target Funds, as further described below under “Summary Comparison of the Funds — Principal Risks,” but will not be subject to certain investment limitations imposed on their respective Target Funds as further described below under “Summary Comparison of the Funds — Fund’s Investment Limitations.” The Target GAMR Fund, Acquiring GAMR Fund, Target ITEQ Fund, Acquiring ITEQ Fund, Target IPAY Fund, Acquiring IPAY Fund, Target GERM Fund, Acquiring GERM Fund, Target MJ Fund, Acquiring MJ Fund, Target MJUS Fund, Acquiring MJUS Fund, Target SILJ Fund and Acquiring SILJ Fund are each non-diversified for purposes of the 1940 Act.

The Acquiring HACK Fund, Acquiring IPAY Fund and Acquiring SILJ Fund will each track a different underlying index than its respective Target Fund, as described above. Due to this change these Acquiring Funds will have different, but substantially similar, investment objectives and strategies as their respective Target Funds, as further described below under “Summary Comparison of the Funds — Principal Investment Objectives, Strategies, and Policies.”

Additionally, the Acquiring AIEQ Fund will be an index fund tracking the AI Powered Equity Index while the Target AIEQ Fund is an actively managed fund. Due to this change, the Acquiring AIEQ Fund will have a different investment objective and strategy than the Target AIEQ Fund, as further described below under “Summary Comparison of the Funds — Principal Investment Objectives, Strategies, and Policies,” and will be subject to additional “Tracking Error Risk” as compared to the Target AIEQ Fund, as further described below under “Summary Comparison of the Funds — Principal Risks,” but will have a substantially similar investment goal as the Target AIEQ Fund.

The Reorganizations will result in the same management fees currently paid by the Target Funds.

Each Acquiring Fund will be a series of a Massachusetts business trust while each Target Fund is a series of a Delaware statutory trust. For more information regarding differences in these forms of organization, see “Key Information About the Proposed Reorganizations — Comparison of Forms of Organization and Shareholder Rights” below.

Under the Target Funds’ advisory agreement, ETFMG pays substantially all expenses of the Target Funds, subject to certain exceptions, and under the Acquiring Funds’ advisory agreement, Amplify pays substantially all expenses of the Acquiring Funds, subject to certain exceptions. Both advisory agreements provide that the applicable adviser will not be responsible for paying for the advisory fee, payments under each Fund’s 12b-1 Plan (defined below), brokerage expenses, acquired fund fees and expenses, taxes, interest (including borrowing costs and dividend expenses on securities sold short), litigation expenses, and other extraordinary expenses.

The Target Funds (other than the Target SILJ Fund) and the Acquiring Funds have each adopted a Rule 12b-1 Distribution and Service Plan (each a “12b-1 Plan”) under which the Target Funds (other than the Target SILJ Fund) and the Acquiring Funds may bear a Rule 12b-1 fee not to exceed 0.25% per annum of the applicable Fund’s average daily net assets. However, no such fee is currently expected to be paid by the Acquiring Funds, and the Board of Trustees of the Amplify Trust has not approved the commencement of any payments under the 12b-1 Plan. Similarly, no such fee is currently being paid by the Target Funds, and the ETF Managers Board has not approved the commencement of any payments under the 12b-1 Plan.

Shareholders will continue to be able to make additional purchases or sales of the Target Fund shares through their financial intermediary up to and including the day of the Reorganizations. If the Reorganizations are approved, the Target Fund shares will automatically be converted to the Acquiring Fund shares.

Summary Comparison of the Funds

Fees and Expenses of the Funds

Each Acquiring Fund has the same management fee as its respective Target Fund and, except for the Acquiring MJ Fund, has the same total annual fund operating expenses. The Acquiring MJ Fund is expected to have additional acquired fund fees and expenses that may be different than that of the Target MJ Fund. However, Amplify has agreed to waive its management fee in an amount equal to the acquired fund fees and expenses related to any investment in Amplify Seymour Cannabis ETF and Acquiring MJUS Fund so that the total annual fund operating expenses after such reimbursement is the same as the Target MJ Fund, as further described below.

Wedbush ETFMG Video Game Tech ETF and Amplify Video Game Tech ETF (“GAMR Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target GAMR Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring GAMR Fund after giving effect to the Reorganization. Expenses for the Target GAMR Fund are based on operating expenses of the Target GAMR Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring GAMR Fund are pro forma operating expenses of the Acquiring GAMR Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target GAMR Fund with the cost of investing in shares of the Acquiring GAMR Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring GAMR Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Wedbush ETFMG Global Cloud Technology ETF and Amplify Global Cloud Technology ETF (“IVES Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target IVES Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring IVES Fund after giving effect to the Reorganization. Expenses for the Target IVES Fund are based on operating expenses of the Target IVES Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring IVES Fund are pro forma operating expenses of the Acquiring IVES Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target IVES Fund with the cost of investing in shares of the Acquiring IVES Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring IVES Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG Prime Cyber Security ETF and Amplify Cybersecurity ETF (“HACK Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target HACK Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring HACK Fund after giving effect to the Reorganization. Expenses for the Target HACK Fund are based on operating expenses of the Target HACK Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring HACK Fund are pro forma operating expenses of the Acquiring HACK Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target HACK Fund with the cost of investing in shares of the Acquiring HACK Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring HACK Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG Prime Mobile Payments ETF and Amplify Mobile Payments ETF (“IPAY Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target IPAY Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring IPAY Fund after giving effect to the Reorganization. Expenses for the Target IPAY Fund are based on operating expenses of the Target IPAY Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring IPAY Fund are pro forma operating expenses of the Acquiring IPAY Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target IPAY Fund with the cost of investing in shares of the Acquiring IPAY Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring IPAY Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG Treatments, Testing and Advancements ETF and Amplify Treatments, Testing and Advancements ETF (“GERM Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target GERM Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring GERM Fund after giving effect to the Reorganization. Expenses for the Target GERM Fund are based on operating expenses of the Target GERM Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring GERM Fund are pro forma operating expenses of the Acquiring GERM Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target GERM Fund with the cost of investing in shares of the Acquiring GERM Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring GERM Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

BlueStar Israel Technology ETF and Amplify BlueStar Israel Technology ETF (“ITEQ Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target ITEQ Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring ITEQ Fund after giving effect to the Reorganization. Expenses for the Target ITEQ Fund are based on operating expenses of the Target ITEQ Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring ITEQ Fund are pro forma operating expenses of the Acquiring ITEQ Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target ITEQ Fund with the cost of investing in shares of the Acquiring ITEQ Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that

your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring ITEQ Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG Alternative Harvest ETF and Amplify Alternative Harvest ETF (“MJ Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target MJ Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring MJ Fund after giving effect to the Reorganization. Expenses for the Target MJ Fund are based on operating expenses of the Target MJ Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring MJ Fund are pro forma operating expenses of the Acquiring MJ Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

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(1)      Acquired fund fees and expenses have been restated to reflect estimated expenses for the current fiscal year.

(2)      The Acquiring Fund’s investment adviser, Amplify, and the Target Fund’s investment adviser, ETFMG, have each agreed to waive its management fee in an amount equal to the acquired fund fees and expenses. This arrangement will remain in effect for at least one year from the date hereof, and prior to such date Amplify and ETFMG may not terminate the arrangement without the approval of its respective Board of Trustees.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target MJ Fund with the cost of investing in shares of the Acquiring MJ Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring MJ Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG U.S. Alternative Harvest ETF and Amplify U.S. Alternative Harvest ETF (“MJUS Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target MJUS Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring MJUS Fund after giving effect to the Reorganization. Expenses for the Target MJUS Fund are based on operating expenses of the Target MJUS Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring MJUS Fund are pro forma

operating expenses of the Acquiring MJUS Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

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(1)      Total Annual Fund Operating Expenses do not correlate to the Expenses to Average Net Assets provided in the Financial Highlights, which reflect the operating expenses of the Fund and do not include 0.01% that is attributed to acquired fund fees and expenses.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target MJUS Fund with the cost of investing in shares of the Acquiring MJUS Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring MJUS Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG Prime Junior Silver Miners ETF and Amplify Junior Silver Miners ETF (“SILJ Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target SILJ Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring SILJ Fund after giving effect to the Reorganization. Expenses for the Target SILJ Fund are based on operating expenses of the Target SILJ Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring SILJ Fund are pro forma operating expenses of the Acquiring SILJ Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target SILJ Fund with the cost of investing in shares of the Acquiring SILJ Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring SILJ Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

AI Powered Equity ETF and Amplify AI Powered Equity ETF (“AIEQ Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target AIEQ Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring AIEQ Fund after giving effect to the Reorganization. Expenses for the Target AIEQ Fund are based on operating expenses of the Target AIEQ Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring AIEQ Fund are pro forma operating expenses of the Acquiring AIEQ Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target AIEQ Fund with the cost of investing in shares of the Acquiring AIEQ Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring AIEQ Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Etho Climate Leadership US ETF and Amplify Etho Climate Leadership U.S. ETF (“ETHO Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target ETHO Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring ETHO Fund after giving effect to the Reorganization. Expenses for the Target ETHO Fund are based on operating expenses of the Target ETHO Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring ETHO Fund are pro forma

operating expenses of the Acquiring ETHO Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target ETHO Fund with the cost of investing in shares of the Acquiring ETHO Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring ETHO Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

ETFMG Travel Tech ETF and Amplify Travel Tech ETF (“AWAY Funds”)

The table below describes the fees and expenses that you pay if you buy, hold, and sell shares of the Target AWAY Fund and the pro forma fees and expenses that you may pay if you buy, hold, and sell shares of the Acquiring AWAY Fund after giving effect to the Reorganization. Expenses for the Target AWAY Fund are based on operating expenses of the Target AWAY Fund for the fiscal period ended March 31, 2023. Expenses for the Acquiring AWAY Fund are pro forma operating expenses of the Acquiring AWAY Fund for the same period, assuming the Reorganization had occurred prior to the start of the period. This table and the Example below do not include the brokerage commissions and other fees to financial intermediaries that investors may pay on their purchases and sales of Fund shares.

Example

The Example below is intended to help you compare the cost of investing in shares of the Target AWAY Fund with the cost of investing in shares of the Acquiring AWAY Fund on a pro forma basis. The Example assumes that you invest $10,000 in each Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return and that operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the Acquiring AWAY Fund. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

Principal Investment Objectives, Strategies, and Policies

The Target Funds and the Acquiring Funds have substantially similar investment policies and strategies, which is presented in the applicable the table below.

The Acquiring Funds have been created as new series of the Amplify Trust solely for the purpose of acquiring the Target Funds’ assets and continuing their business and will not conduct any investment operations until after the closing of the Reorganizations. Because the Acquiring Funds have substantially similar investment policies and strategies to those of the Target Funds, if the Reorganizations are approved, all of the Target Funds’ portfolio holdings will be transferred to the Acquiring Funds, and Amplify anticipates purchasing (or receiving in-kind in exchange for the issuance of creation orders) or selling (or delivering in-kind to satisfy redemption orders) securities of the Acquiring Funds as necessary to implement the Acquiring Funds’ investment strategies and replicate the holdings of the applicable index.

Although the Acquiring Funds and Target Funds have substantially similar investment policies and strategies, there may be some minor differences. As further detailed below:

•        The Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring ETHO Fund and Acquiring AWAY Fund will all track the same underlying index as the respective Target Fund and will have the same investment objective and strategy, as set forth below.

•        The Acquiring MJUS Fund is an actively managed fund, like the Target MJUS Fund, and will have the same investment objective and strategy, as set forth below.

•        The Acquiring HACK Fund, Acquiring IPAY Fund and Acquiring SILJ Fund will track different underlying indexes from their respective Target Funds that have a substantially similar investment strategy. Therefore, these Acquiring Funds will have different, but substantially similar, investment objectives and strategies, specifically that they will seek to track the performance of their new underlying index, as set forth below.

•        The Acquiring AIEQ Fund will be an index tracking fund that tracks the performance of the AI Powered Equity Index while the Target AIEQ Fund was an actively managed fund. Because of this change, the investment objective and strategy of the Acquiring AIEQ Fund and Target AIEQ Fund will be different, as set forth below. However, the AI Powered Equity Index’s strategy is substantially similar to that of the Target AIEQ Fund and therefore the investment polices and strategies of the Acquiring AIEQ Fund and the Target AIEQ Fund will be substantially similar, even if they have different investment objectives.

Distribution and Purchase Procedures, Exchange Rights and Redemption Procedures

The Target Funds and the Acquiring Funds have substantially similar distribution procedures and exchange rights and redemption procedures. See “Comparison of Forms of Organization and Shareholder Rights — Shares” and “Purchase and Redemption of Shares in Creation Units” below for more information.

Principal Risks

Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment can earn for you and the more you can lose. Like other investment companies, the value of each Fund’s shares (the “Shares”) may be affected by its investment objective, principal investment strategies, and particular risk factors. The principal risks of investing in the Funds are discussed below. However, other factors may also affect each Fund’s NAV. There is no guarantee that a Fund will achieve its investment objective or that it will not lose principal value.

The principal risks of investing in each Acquiring Fund and its corresponding Target Fund are substantially similar, as their investment policies and the investment strategies are substantially similar. Because each Target Fund and its corresponding Acquiring Fund have similar investment policies and strategies, they are, except as described below, subject to the same principal risks. However, as the Target IVES Fund, the Target HACK Fund, the Target AIEQ Fund, the Target ETHO Fund and the Target AWAY Fund are all “diversified” while the Acquiring IVES Fund, the Acquiring HACK Fund, the Acquiring AIEQ Fund, the Acquiring ETHO Fund and the Acquiring AWAY Fund are all “non-diversified,” the Acquiring IVES Fund, the Acquiring HACK Fund, the Acquiring AIEQ Fund, the Acquiring ETHO Fund and the Acquiring AWAY Fund are all also subject to the “Non-Diversification Risk.” Additionally, because the Acquiring AIEQ Fund is an index tracking fund while the AIEQ Target Fund in actively managed, the Acquiring AIEQ Fund is also subject to the “Passive Investment Risk” and “Tacking Error Risk.”

Each risk summarized below is considered a “principal risk” of investing in a Fund, regardless of the order in which it appears. The Funds to which each risk is applicable are indicated below. As with any investment, there is a risk you could lose all or a portion of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s NAV, trading price, yield, total return and/or ability to meet its objectives.

Cannabis Industry Risk (with respect the Target MJUS Fund and the Acquiring MJUS Fund).    Companies involved in the cannabis industry face competition, may have limited access to the services of banks, may have substantial burdens on company resources due to litigation, complaints or enforcement actions, and are heavily dependent on receiving necessary permits and authorizations to engage in medical cannabis research or to otherwise cultivate, possess or distribute cannabis. Additionally, cannabis-related companies are subject to various laws and regulations that may differ at the local, state, and federal level. These laws and regulations may significantly affect a cannabis-related company’s ability to conduct business, secure financing, impact the market for cannabis business sales and services, and set limits on cannabis use, production, transportation and storage. Since the use of cannabis is illegal under U.S. federal law, federally regulated banking institutions may be unwilling to make financial services available to growers and sellers of cannabis. Additionally, litigation initiated by private citizens or companies could have a negative impact on the financial and operational status of cannabis-related companies.

Cash and Cash Equivalents Risk (with respect to the Target AIEQ Fund and Acquiring AIEQ Fund):    Holding cash or cash equivalents rather than securities or other instruments in which the Fund primarily invests, even strategically, may cause the Fund to risk losing opportunities to participate in market appreciation, and may cause the Fund to experience potentially lower returns than the Fund’s benchmark or other funds that remain fully invested. In rising markets, holding cash or cash equivalents will negatively affect the Fund’s performance relative to its benchmark.

Cloud Technology Company Risk (with respect to the Target IVES Fund and Acquiring IVES Fund):    Cloud Technology Companies may have limited product lines, markets, financial resources or personnel. These companies typically face intense competition and potentially rapid product obsolescence. In addition, many Cloud Technology Companies store sensitive consumer information and could be the target of cybersecurity attacks and other types of theft, which could have a negative impact on these companies. As a result, Cloud Technology Companies may be adversely impacted by government regulations, and may be subject to additional regulatory oversight with regard to privacy concerns and cybersecurity risk. These companies are also heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. Cloud computing companies could be negatively impacted by disruptions in service caused by hardware or software failure, or by interruptions or delays in service

by third-party data center hosting facilities and maintenance providers. Cloud Technology Companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. The customers and/or suppliers of Cloud Technology Companies may be concentrated in a particular country, region or industry. Any adverse event affecting one of these countries, regions or industries could have a negative impact on Cloud Technology Companies.

Concentration Risk (with respect to the Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target MJ Fund, Target SILJ Fund, Target ETHO Fund, Target AWAY Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring MJ Fund, Acquiring SILJ Fund, Acquiring ETHO Fund and Acquiring AWAY Fund):    The Fund’s investments will be concentrated in an industry or group of industries to the extent the Index is so concentrated. To the extent the Fund invests more heavily in particular industries, groups of industries, or sectors of the economy, its performance will be especially sensitive to developments that significantly affect those industries, groups of industries, or sectors of the economy, and the value of Fund shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries or sectors.

Consumer Staples Sector Risk (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ Fund and Acquiring MJUS Fund):    The consumer staples sector may be affected by the permissibility of using various product components and production methods, marketing campaigns and other factors affecting consumer demand. Tobacco companies, in particular, may be adversely affected by new laws, regulations and litigation. The consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors.

Cyber Security Companies Risk (with respect to the Target HACK Fund and Acquiring HACK Fund):    Companies in the cyber security field, including companies in the Cyber Defense Architecture Providers and Cyber Defense Application Providers sectors, face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Cyber security companies may have limited product lines, markets, financial resources or personnel. The products of cyber security companies may face obsolescence due to rapid technological developments and frequent new product introduction, and such companies may face unpredictable changes in growth rates, competition for the services of qualified personnel and competition from foreign competitors with lower production costs. Companies in the cyber security field are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

Equity Market Risk (with respect to all of the Funds):    The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests such as political, market and economic developments, as well as events that impact specific issuers. Additionally, natural or environmental disasters, widespread disease or other public health issues, war, acts of terrorism or other events could result in increased premiums or discounts to the Fund’s NAV.

ESG Risk (with respect to the Target ETHO Fund and Acquiring ETHO Fund):    Because the Fund generally does not invest in (i) companies in the energy sector, (ii) companies in the tobacco, aerospace and defense industries, and (iii) companies in the gambling, gold and silver sub-industries, the Fund may underperform the broader equity market to the extent that such companies have above-average performance.

ETF Risks:

Absence of an Active Market (with respect to all of the Funds):    Although the Fund’s shares are approved for listing on the NYSE Arca, Inc. (the “Exchange”), there can be no assurance that an active trading market will develop and be maintained for Fund shares. There can be no assurance that the Fund will grow to or maintain an economically viable size, in which case the Fund may experience greater tracking error to its Index than it otherwise would at higher asset levels or the Fund may ultimately liquidate.

Authorized Participants (“APs”), Market Makers, and Liquidity Providers Concentration (with respect to all of the Funds):    The Fund has a limited number of financial institutions that may act as APs. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to net asset value (“NAV”) and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

Cash Transactions (with respect to Target IVES Fund, Target MJUS Fund, Target ETHO Fund, Acquiring IVES Fund, Acquiring MJUS Fund and Acquiring ETHO Fund):    The Fund may effect its creations and redemptions primarily for cash, rather than in-kind securities. Paying redemption proceeds in cash rather than through in-kind delivery of portfolio securities may require the Fund to dispose of or sell portfolio investments at an inopportune time to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to incur certain costs such as brokerage costs, and to recognize gains or losses that it might not have incurred if it had made a redemption in-kind. As a result, the Fund may pay out higher or lower annual capital gains distributions than ETFs that redeem in-kind. In addition, the costs imposed on the Fund will decrease the Fund’s NAV unless the costs are offset by a transaction fee payable by an AP.

Costs of Buying or Selling Shares (with respect to all of the Funds):    Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares.

Fluctuation of NAV (with respect to all of the Funds):    The NAV of Fund shares will generally fluctuate with changes in the market value of the Fund’s securities holdings. The market prices of shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply and demand of shares on the Exchange. It cannot be predicted whether Fund shares will trade below, at or above their NAV. During periods of unusual volatility or market disruptions, market prices of Fund shares may deviate significantly from the market value of the Fund’s securities holdings or the NAV of Fund shares. As a result, investors in the Fund may pay significantly more or receive significantly less for Fund shares than the value of the Fund’s underlying securities or the NAV of Fund shares.

Market Trading (with respect to all of the Funds):    An investment in the Fund faces numerous market trading risks, including the potential lack of an active market for Fund shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Any of these factors, among others, may lead to the Fund’s shares trading at a premium or discount to NAV.

Trading Issues (with respect to all of the Funds):    Although Fund shares are listed for trading on the Exchange, there can be no assurance that an active trading market for such shares will develop or be maintained. Trading in Fund shares may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of any Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. Further, secondary markets may be subject to erratic trading activity, wide bid/ask spreads and extended trade settlement periods in times of market stress because market makers and APs may step away from making a market in Fund shares and in executing creation and redemption orders, which could cause a material deviation in the Fund’s market price from its NAV.

Foreign Investment Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    Returns on investments in foreign stocks could be more volatile than, or trail the returns on, investments in U.S. stocks. Since foreign exchanges may be open on days when the Fund does not price its Shares, the value of the securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell the Shares. Conversely, Shares may trade on days when foreign exchanges are closed. Because securities held by the Fund trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of domestic ETFs. Each of these factors can make investments in the Fund more volatile and potentially less liquid than other types of investments.

Currency Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    Indirect and direct exposure to foreign currencies subjects the Fund to the risk that currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad.

Depositary Receipts Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    The Fund may invest in depositary receipts. Investment in ADRs and GDRs may be less liquid than the underlying shares in their primary trading market and GDRs, many of which are issued by companies in emerging markets, may be more volatile and less liquid than depositary receipts issued by companies in more developed markets.

Emerging Markets Securities Risk (with respect to the Target GAMR Fund, Target HACK Fund, Target IVES Fund, Target IPAY Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring HACK Fund, Acquiring IVES Fund, Acquiring IPAY Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    Emerging market countries include, but are not limited to, those considered to be developing by the International Monetary Fund, the World Bank, the International Finance Corporation or one of the leading global investment banks. The majority of these countries are likely to be located in Asia, Latin America, the Middle East, Central and Eastern Europe, and Africa. Investments in emerging market issuers are subject to a greater risk of loss than investments in issuers located or operating in more developed markets. This is due to, among other things, the potential for greater market volatility, lower trading volume, higher levels of inflation, political and economic instability, greater risk of a market shutdown and more governmental limitations on foreign investments in emerging market countries than are typically found in more developed markets. Moreover, emerging markets often have less uniformity in accounting and reporting requirements, less reliable securities valuations and greater risks associated with custody of securities than developed markets. In addition, emerging markets often have greater risk of capital controls through such measures as taxes or interest rate control than developed markets. Certain emerging market countries may also lack the infrastructure necessary to attract large amounts of foreign trade and investment. Emerging market economies’ exposure to specific industries, such as tourism, and lack of efficient or sufficient health care systems, could make these economies especially vulnerable to global crises, including but not limited to, pandemics such as the global COVID-19 pandemic. In addition, the rights and remedies associated with investments in a fund that tracks an index comprised of foreign securities may be different than a fund that tracks an index of domestic securities.

Foreign Market and Trading Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring SILJ Fund and Acquiring AWAY Fund): The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight. Foreign markets also may have clearance and settlement procedures that make it difficult for the Fund to buy and sell securities. These factors could result in a loss to the Fund by causing the Fund to be unable to dispose of an investment or to miss an attractive investment opportunity, or by causing Fund assets to be uninvested for some period of time.

Foreign Securities Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    The Fund invests a significant portion of its assets directly in securities of issuers based outside of the U.S., or in depositary receipts that represent such securities. Investments in securities of non-U.S. issuers involve certain risks that may not be present with investments in securities of U.S. issuers, such as risk of loss due to foreign currency fluctuations or to political or economic instability, as well as varying regulatory requirements applicable to investments in non-U.S. issuers. There may be less information publicly available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may also be subject to different regulatory, accounting, auditing, financial reporting and investor protection standards than U.S. issuers.

Political and Economic Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, and Acquiring AWAY Fund):    The Fund is subject to foreign political and economic risk not associated with U.S. investments, meaning that political events, social and economic events and natural disasters occurring in a country where the Fund invests could cause the Fund’s investments in that country to experience gains or losses. The Fund also could be unable to enforce its ownership rights or pursue legal remedies in countries where it invests.

Privatization Risk (with respect to the Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Target AWAY Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    Several foreign countries in which the Fund invests have begun a process of privatizing certain entities and industries. Privatized entities may lose money or be re-nationalized.

Reliance on Trading Partners Risk (with respect to the Target HACK Fund, Target GERM Fund, Target SILJ Fund, Acquiring HACK Fund, Acquiring GERM Fund and Acquiring SILJ Fund):    The Fund invests in some economies that are heavily dependent upon trading with key partners. Any reduction in this trading may cause an adverse impact on the economy in which the Fund invests.

Geographic Concentration Risk (with respect to the Target GAMR Fund, Target IVES Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring IVES Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    To the extent the Fund invests a significant portion of its assets, directly or indirectly, in the securities of companies of a single country or region, it is more likely to be impacted by events or conditions affecting that country or region.

Canada-Specific Risk (with respect to the Target SILJ Fund and Acquiring SILJ Fund):    Because investments in the Silver Exploration & Production sub-industry may be geographically concentrated in Canadian companies or companies that have a significant presence in Canada, investment results could be dependent on the financial condition of the Canadian economy. The Canadian economy is reliant on the sale of natural resources and commodities, which can pose risks such as the fluctuation of prices and the variability of demand for exportation of such products. Changes in spending on Canadian products by the economies of other countries or changes in any of these economies may cause a significant impact on the Canadian economy.

China and Hong Kong Investment Risk (with respect to the Target IVES Fund and Acquiring IVES Fund):    Investments in the securities of Chinese issuers that trade on an exchange in Hong Kong subject the Fund to risks specific to China and Hong Kong. China and Hong Kong may be subject to considerable degrees of economic, political and social instability. China and Hong Kong are developing markets and demonstrate significantly higher volatility from time to time in comparison to developed markets. Over the past 25 years, the Chinese government has undertaken reform of economic and market practices and is expanding the sphere of private ownership of property in China. However, Chinese markets generally continue to experience inefficiency, volatility and pricing anomalies resulting from governmental influence, a lack of publicly available information and/or political and social instability. Internal social unrest or confrontations with other neighboring countries, including military conflicts in response to such events, may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency convertibility, interest rate fluctuations and higher rates of inflation. Export growth continues to be a major driver of China’s rapid economic growth. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the Chinese economy. Further, any attempt by China to tighten its control over Hong Kong’s political, economic, legal or social policies may result in an adverse effect on Hong Kong’s markets.

Japan Investment Risk (with respect to the Target GAMR Fund, Target IVES Fund, Acquiring GAMR and Acquiring IVES Fund):    To the extent the Fund invests in Japanese securities, it will be subject to risks related to investing in Japan. The Japanese economy may be subject to considerable degrees of economic, political, and social instability, which could have a negative impact on Japanese securities. Since the year 2000, Japan’s economic growth rate has remained relatively low, and it may remain low in the future. In addition, Japan is subject to the risk of natural disasters, such as earthquakes, volcanoes, typhoons and tsunamis. Additionally, decreasing U.S. imports, new trade regulations, changes in the U.S. dollar exchange rates, a recession in the United States or continued increases in foreclosure rates may have an adverse impact on the economy of Japan. Japan also has few natural resources, and any fluctuation or shortage in the commodity markets could have a negative impact on Japanese securities.

Risks Related to Investing in Western Europe (with respect to the Target AWAY Fund and Acquiring AWAY Fund):    Most developed countries in Western Europe are members of the European Union (EU), and many are also members of the European Monetary Union (EMU), which requires compliance with restrictions on inflation rates, deficits, and debt levels. Unemployment in certain European nations is historically high and several countries face significant debt problems. These conditions can significantly affect every country in Europe. The euro is the official currency of the EU. Funds that invest in Europe may have significant exposure

to the euro and events affecting the euro. Recent market events affecting several of the EU member countries have adversely affected the sovereign debt issued by those countries, and ultimately may lead to a decline in the value of the euro. A significant decline in the value of the euro may produce unpredictable effects on trade and commerce generally and could lead to increased volatility in financial markets worldwide.

The risk of investing in Europe may be heightened due to steps taken by the United Kingdom (“UK”) to exit the EU. On January 31, 2020, the UK officially withdrew from the EU and entered a transition period, which ended on December 31, 2020. On December 30, 2020, the EU and the UK signed the EU-UK Trade and Cooperation Agreement (“TCA”), an agreement on the terms governing certain aspects of the EU’s and the UK’s relationship following the end of the transition period. Notwithstanding the TCA, following the transition period, there is likely to be considerable uncertainty as to the UK’s post transition framework. The impact on the UK and European economies and the broader global economy could be significant, resulting in increased volatility and illiquidity, currency fluctuations, impacts on arrangements for trading and on other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise), and in potentially lower growth for companies in the UK, Europe and globally, which could have an adverse effect on the value of the Fund’s investments. In addition, if one or more other countries were to exit the EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably. These events and the resulting market volatility may have an adverse effect on the performance of the Fund.

The risk of investments in Europe may be heightened due to Russia’s military invasion of Ukraine in February 2022. Various countries, including the United States, as well as NATO and the European Union, issued broad-ranging economic sanctions against Russia and Belarus. The resulting responses to the military actions (and potential further sanctions in response to continued military activity), the potential for military escalation and other corresponding events, have had, and could continue to have, severe negative effects on regional and global economic and financial markets, including increased volatility, reduced liquidity and overall uncertainty. The negative impacts may be particularly acute in certain sectors including, but not limited to, energy and financials. Russia may take additional counter measures or retaliatory actions (including cyberattacks), which could exacerbate negative consequences on global financial markets. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted. The foregoing may result in a negative impact on Fund performance and the value of an investment in the Fund, even beyond any direct investment exposure the Fund may have to Russian issuers or the adjoining geographic regions.

Health Care Companies Risk (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ and Acquiring MJUS Fund):    Health care companies are subject to extensive government regulation and their profitability can be significantly affected by restrictions on government reimbursement for medical expenses, rising costs of medical products and services, pricing pressure (including price discounting), limited product lines, and an increased emphasis on the delivery of healthcare through outpatient services. Health care companies are heavily dependent on obtaining and defending patents, which may be time consuming and costly, and the expiration of patents may also adversely affect the profitability of the companies. Health care companies are also subject to extensive litigation based on product liability and similar claims. In addition, their products can become obsolete due to industry innovation, changes in technologies, or other market developments. Many new products in the health care field require significant research and development and may be subject to regulatory approvals, all of which may be time consuming and costly with no guarantee that any product will come to market.

Biotechnology Company Risk (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ and Acquiring MJUS Fund):    A biotechnology company’s valuation can often be based largely on the potential or actual performance of a limited number of products and can accordingly be greatly affected if one of its products proves, among other things, unsafe, ineffective or unprofitable. Biotechnology companies are subject to regulation by, and the restrictions of, the FDA, the U.S. Environmental Protection Agency, state and local governments, and foreign regulatory authorities.

Pharmaceutical Company Risk (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ and Acquiring MJUS Fund):    Companies in the pharmaceutical industry can be significantly affected by, among other things, government approval of products and services, government regulation and reimbursement rates, product liability claims, patent expirations and protection and intense competition.

Index Provider Risk (with respect to all of the Funds Funds except the Target MJUS Fund and Acquiring MJUS Fund):    The Fund seeks to achieve returns that generally correlate, before fees and expenses, to the performance of its underlying index, as published by the 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 Amplify 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.

Israeli Companies Risk (with respect to the Target ITEQ Fund and Acquiring ITEQ Fund):    Investment in securities of Israeli companies involves risks that may negatively affect the value of your investment in the Fund. Among other things, Israel’s economy depends on imports of certain key items, such as crude oil, coal, grains, raw materials and military equipment. Israel’s relations with the Palestinian Authority and certain neighboring countries such as Lebanon, Syria and Iran, among others, have at times been strained due to territorial disputes, historical animosities or security concerns, which may cause uncertainty in the Israeli markets and adversely affect the overall economy. In addition, U.S.-designated terrorist groups such as Hezbollah and Hamas operate in close proximity to Israel’s borders, and frequently threaten Israel with attack. Furthermore, Israel’s economy is heavily dependent on trade relationships with key counterparties around the world, specifically the United States and European Union countries. Any reduction in these trade flows may have an adverse impact on the Fund’s investments.

Israel has experienced a history of hostile relations with several countries in the Middle East region. Israel and its citizens have also been the target of periodic acts of terrorism that have the potential to disrupt economic activity in the country, and certain terrorist groups are committed to violence against Israel. Current hostilities and the potential for future hostilities may diminish the value of companies whose principal operations or headquarters are located in Israel. Actual hostilities or the threat of future hostilities may cause significant volatility in the share prices of companies based in or having significant operations in Israel.

Management Risk Risk (with respect to the Target MJUS Fund, Target AIEQ Fund, and Acquiring MJUS Fund):    While the Fund is not actively managed, the Fund is subject to the risks associated with decisions made by the Fund’s investment adviser if the Fund utilizes a representative sampling strategy or to the extent the Fund’s investment adviser makes decisions regarding the investment of collateral from securities on loan.

Mobile Payment Companies Risk (with respect to the Target IPAY Fund and Acquiring IPAY Fund):    Mobile Payment Companies face intense competition, both domestically and internationally, and are subject to increasing regulatory constraints, particularly with respect to fees, competition and anti-trust matters, cybersecurity and privacy. Mobile Payment Companies may be highly dependent on their ability to enter into agreements with merchants and other third parties to utilize a particular payment method, system, software or service, and such agreements may be subject to increased regulatory scrutiny. Additionally, certain Mobile Payment Companies have recently faced increased costs related to class-action litigation challenging such agreements. Such factors may adversely affect the profitability and value of such companies.

Natural Disaster/Epidemic Risk (with respect to all of the Funds):    Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of the Fund’s investments.

New Fund Risk (with respect to the Target MJUS Fund and Acquiring MJUS Fund):    The Fund is a recently organized investment company with limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. There can be no assurance that the Fund will grow to or maintain an economically viable size.

Non-Cannabis Related Business Risk (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ Fund and Acquiring MJUS Fund):    Many of the companies in the Index are engaged in other lines of business unrelated to the activities identified in the principal investment strategies, above, and these lines of business could adversely affect their operating results. The operating results of these companies may fluctuate as a result of events in the other lines of business. In addition, a company’s ability to engage in new activities may expose it to business risks with which it has less experience than it has with the business risks associated with its traditional businesses. There can be no assurance that the other lines of business in which these companies are engaged will not have an adverse effect on a company’s business or financial condition.

Non-Diversification Risk (with respect to all of the Funds except the Target IVES Fund, the Target HACK Fund, the Target AIEQ Fund, the Target ETHO Fund and the Target AWAY Fund):    Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a small number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a small number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and have a greater impact on the Fund’s performance.

Non-U.S. Regulatory Risks of the Marijuana Industry (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ Fund and Acquiring MJUS Fund):    The companies in which the Fund invests are subject to various laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of marijuana, as well as being subject to laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Even if a company’s operations are permitted under current law, they may not be permitted in the future, in which case such company may not be in a position to carry on its operations in its current locations. Additionally, controlled substance legislation differs between countries and legislation in certain countries may restrict or limit the ability of certain companies in which the Fund invests to sell their products.

Operational Risks of the Marijuana Industry (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ Fund and Acquiring MJUS Fund):    Companies involved in the marijuana industry face intense competition, may have limited access to the services of banks, may have substantial burdens on company resources due to litigation, complaints or enforcement actions, and are heavily dependent on receiving necessary permits and authorizations to engage in medical marijuana research or to otherwise cultivate, possess or distribute marijuana. Additionally, cannabis-related companies are subject to various laws and regulations that may differ at the local, state, and federal level. These laws and regulations may significantly affect a cannabis-related company’s ability to conduct business, secure financing, impact the market for cannabis business sales and services, and set limits on cannabis use, production, transportation and storage. Since the use of marijuana is illegal under United States federal law, federally regulated banking institutions may be unwilling to make financial services available to growers and sellers of marijuana. Additionally, litigation initiated by private citizens or companies could have a negative impact on the financial and operational status of cannabis-related companies.

Other Investment Companies Risk (with respect to the Target MJ Fund and Acquiring MJ Fund):    The Fund will incur higher and duplicative expenses when it invests in other investment companies. There is also the risk that the Fund may suffer losses due to the investment practices of the underlying funds. When the Fund invests in other investment companies, the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities held by such investment companies. Investments in ETFs are also subject to the following risks: (i) the market price of an ETF’s shares may trade above or below their net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; and (iii) trading of an ETF’s shares may be halted for a number of reasons.

Passive Investment Risk (with respect to all of the Funds except the Target MJUS Fund, the Target AIEQ Fund and the Acquiring MJUS Fund):    The Fund is not actively managed and therefore would not sell an equity security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Index. Unlike with an actively managed fund, the Fund’s investment adviser does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means

that, based on market and economic conditions, the Fund’s performance could be lower than other types of funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

Portfolio Turnover Risk (with respect to the Target AIEQ Fund and the Acquiring AIEQ Fund):    The Fund may buy and sell investments frequently. Such a strategy often involves higher expenses, including brokerage commissions, and may increase the amount of capital gains (in particular, short-term capital gains taxable to shareholders at ordinary income rates) realized by the Fund.

REIT Investment Risk (with respect to the Target AIEQ Fund and the Acquiring AIEQ Fund):    Investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume, and may be more volatile than other securities. REITs may be affected by changes in the value of their underlying properties or mortgages or by defaults by their borrowers or tenants. Furthermore, these entities depend upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.

Risks Associated with Investments in SPACs (with respect to the Target AIEQ Fund and Acquiring AIEQ Fund):    The Fund invests in equity securities of SPACs, which raise assets to seek potential acquisition opportunities. Unless and until an acquisition is completed, a SPAC generally invests its assets in U.S. government securities, money market securities, and cash. Because SPACs have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any acquisitions that are completed will be profitable. Public stockholders of SPACs may not be afforded a meaningful opportunity to vote on a proposed initial business combination because certain stockholders, including stockholders affiliated with the management of the SPAC, may have sufficient voting power, and a financial incentive, to approve such a transaction without support from public stockholders. As a result, a SPAC may complete a business combination even though a majority of its public stockholders do not support such a combination. Because the SPACs included in the Index will be designed to pursue acquisitions only within certain industries or regions, their stock prices may experience greater volatility than stocks of other SPACs.

Risks Associated with SPAC-Derived Companies (with respect to the Target AIEQ Fund and Acquiring AIEQ Fund):    The Fund invests in companies that are derived from a SPAC. These companies may be unseasoned and lack a trading history, a track record of reporting to investors, and widely available research coverage. SPAC-derived companies are thus often subject to extreme price volatility and speculative trading. These stocks may have above-average price appreciation in connection with a potential business combination with a SPAC prior to investment by the Fund. The price of stocks in which the Fund invests may not continue to appreciate and the performance of these stocks may not replicate the performance exhibited in the past. In addition, SPAC-derived companies may share similar illiquidity risks of private equity and venture capital. The free float shares held by the public in a SPAC-derived company are typically a small percentage of the market capitalization. The ownership of many SPAC-derived companies often includes large holdings by venture capital and private equity investors who seek to sell their shares in the public market in the months following a business combination transaction when shares restricted by lock-up are released, causing greater volatility and possible downward pressure during the time that locked-up shares are released.

Risks Related to Investing in Canada (with respect to the Target MJ Fund and Acquiring MJ Fund):    Because the investments of the Fund are geographically concentrated in Canadian companies or companies that have a significant presence in Canada, investment results could be dependent on the financial condition of the Canadian economy. The Canadian economy is reliant on the sale of natural resources and commodities, which can pose risks such as the fluctuation of prices and the variability of demand for exportation of such products. Changes in spending on Canadian products by the economies of other countries or changes in any of these economies may cause a significant impact on the Canadian economy. In particular, the Canadian economy is heavily dependent on relationships with certain key trading partners, including the United States and China.

Sector Risk (with respect to the Target MJ Fund, Target MJUS Fund, Target AIEQ Fund, Target AWAY Fund, Acquiring MJ Fund, Acquiring MJUS Fund, Acquiring AIEQ Fund and Acquiring AWAY Fund):    To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.

Security Issuer Risk (with respect to all of the Funds):    Issuer-specific attributes may cause a security held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole.

Silver Exploration and Production Industry Concentration Risk (with respect to the Target SILJ Fund and Acquiring SILJ Fund):    The Fund concentrates its assets in an industry or group of related industries to the extent that the Index is so concentrated. Because the Index is expected to concentrate in the Silver Exploration & Production sub-industry of the Metals & Mining industry (in the Natural Resources/Minerals sector), the Fund’s assets will be concentrated in, and will be more affected by the performance of, that sub-industry than a fund that is more diversified. The profitability of companies in the Silver Exploration & Production sub-industry is related to, among other things, the worldwide price of silver and the costs of extraction and production. Worldwide silver prices may fluctuate substantially over short periods of time, so the Fund’s share price may be more volatile than other types of investments. Companies in the sub-industry may be adversely affected by economic conditions, tax treatment, government regulation and intervention, and world events in the regions in which the companies operate (e.g., expropriation, nationalization, confiscation of assets and property, repatriation of capital, military coups, social unrest). The price of the equity securities of silver mining companies and silver may not always be closely correlated. Investing in a silver company involves certain risks unrelated to an investment in silver as a commodity, including production costs, operational and managerial risk, and the possibility that the company will take measures to hedge or minimize its exposure to the volatility of the market price of silver.

Smaller Companies Risk (with respect to all of the Funds):    The Fund’s Index may be composed primarily of, or have significant exposure to, securities of smaller companies. Smaller companies may be more vulnerable to adverse business or economic events than larger, more established companies, and may underperform other segments of the market or the equity market as a whole. The securities of smaller companies also are often traded in the over-the-counter market and tend to be bought and sold less frequently and at significantly lower trading volumes than the securities of larger companies. As a result, it may be more difficult for the Fund to buy or sell a significant amount of the securities of a smaller company without an adverse impact on the price of the company’s securities, or the Fund may have to sell such securities in smaller quantities over a longer period of time, which may increase the Fund’s tracking error.

South Korea Investment Risk (with respect to the Target GAMR Fund and Acquiring GAMR Fund):    Investments in South Korean issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risks that are specific to South Korea. In addition, economic and political developments of South Korea’s neighbors may have an adverse effect on the South Korean economy.

Swap Risk (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ Fund and Acquiring MJUS Fund):    The Fund may invest in ETFs that may invest in swaps. In a total return swap, the buyer receives a periodic return equal to the total return of a specified security, securities or index, for a specified period of time. In return, the buyer pays the counterparty a variable stream of payments, typically based upon short term interest rates, possibly plus or minus an agreed upon spread. For example, if an ETF enters into a swap where it agrees to exchange a floating rate of interest for a fixed rate of interest, the ETF may have to pay more money than it receives. Total return swaps entered into in which payments are not netted may entail greater risk than a swap entered into a net basis. There is a risk that adverse price movements in an instrument can result in a loss substantially greater than the ETF’s initial investment in that instrument (in some cases, the potential loss is unlimited). If there is a default by the other party to such a transaction, the ETF will have contractual remedies pursuant to the agreements related to the transaction. However, particularly in the case of privately-negotiated instruments, there is a risk that the counterparty will not perform its obligations, which could leave the ETF worse off than if it had not entered into the position. These instruments are subject to high levels of volatility, in some cases due to the high levels of leverage the ETF may achieve with them.

Tax Risk (with respect to the Target GAMR Fund, Target HACK Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target MJUS Fund, Target SILJ Fund, Target AWAY Fund, Acquiring GAMR Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund, Acquiring MJUS Fund, Acquiring SILJ Fund and Acquiring AWAY Fund):    To qualify for the favorable tax treatment generally available to regulated investment companies (“RICs”), the Fund must satisfy certain diversification requirements under the Code. In particular, the asset diversification requirements will be satisfied if (i) at least 50% of the value of the Fund’s total assets are represented by cash and cash items, U.S. government securities, the securities of other RICs and “other securities,” provided that such “other securities” of any one issuer do not represent more than 5% of the Fund’s total assets or greater than 10% of the outstanding voting securities of such issuer, and (ii) no more than

25% of the value of the Fund’s assets are invested in securities of any one issuer (other than U.S. government securities and securities of other RICs), the securities (other than securities of other RICs) of any two or more issuers that are controlled by the Fund and are engaged in the same or similar or related trades or business, or the securities of one or more “qualified publicly traded partnerships.” When the Index is concentrated in a relatively small number of securities, it may not be possible for the Fund to fully implement a replication strategy or a representative sampling strategy while satisfying these diversification requirements. The Fund’s efforts to satisfy the diversification requirements may cause the Fund’s return to deviate from that of the Index, and the Fund’s efforts to replicate the Index may cause it inadvertently to fail to satisfy the diversification requirements. If the Fund were to fail to qualify as a RIC, it would be subject to U.S. federal income tax at corporate rates on its income, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income. In addition, distributions to a Fund’s shareholders would generally be taxed as ordinary dividends.

Under certain circumstances, a Fund may be able to cure a failure to qualify as a RIC, but in order to do so such Fund may incur significant Fund-level taxes and may be forced to dispose of certain assets. Relief is provided for certain de minimis failures of the diversification requirements where a Fund corrects the failure within a specified period. If a Fund were to fail to qualify as a RIC in any taxable year, such Fund would be required to pay out its earnings and profits accumulated in that year in order to qualify for treatment as a RIC in a subsequent year. If a Fund failed to qualify as a RIC for a period greater than two taxable years, such Fund would generally be required to pay U.S. federal income tax at corporate rates on any net built-in gains with respect to certain of its assets upon a disposition of such assets within five years of qualifying as a RIC in a subsequent year.

Technology Companies Risk (with respect to the Target IVES Fund, Target HACK Fund, Target IPAY Fund, Target ITEQ Fund, Target AWAY Fund, Acquiring IVES Fund, Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring ITEQ Fund and Acquiring AWAY Fund):    Companies in the technology field, including companies in the computers, telecommunications and electronics industries, face intense competition, which may have an adverse effect on profit margins. Technology companies may have limited product lines, markets, financial resources or personnel. The products of technology companies may face obsolescence due to rapid technological developments and frequent new product introduction, and such companies may face unpredictable changes in growth rates, competition for the services of qualified personnel and competition from foreign competitors with lower production costs. Companies in the technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

Tracking Error Risk (with respect to all of the Funds except the Target MJUS Fund, Target AIEQ Fund and the Acquiring MJUS Fund):    The Fund’s return may not match or achieve a high degree of correlation with the return of the Index. To the extent the Fund utilizes a sampling approach, it may experience tracking error to a greater extent than if the Fund sought to replicate the Index. In addition, in order to minimize the market impact of an Index rebalance, the Fund may begin trading to effect the rebalance in advance of the effective date of the rebalance and continue trading after the effective date of the rebalance, which may contribute to tracking error.

Treatment Companies and Testing Companies Risk (with respect to the Target GERM Fund and Acquiring GERM Fund):    Treatment Companies and Testing Companies are involved in discovering, developing and commercializing novel drugs or tests with significant market potential. These companies face challenges including pre-clinical testing and clinical trial stages of development. Clinical trials may be delayed and certain programs may never advance in the clinic or may be more costly to conduct than anticipated. Such companies may be dependent on their ability to secure significant funding for research, development, and commercialization of therapeutics, vaccines, tests, and other health care products or services. If there are delays in obtaining required regulatory and marketing approvals for products, the ability of such companies to generate revenue may be materially impaired. If regulatory approval is obtained, products will still remain subject to regulatory scrutiny with regulatory authorities having the ability to impose significant restrictions on the indicated uses or marketing. Lastly, even if a licensed product is achieved, such companies may encounter difficulties in manufacturing, product release, shelf life, testing, storage, supply chain management, or shipping.

United States Regulatory Risks of CBD and Hemp (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ and Acquiring MJUS Fund):    The Agriculture Improvement Act of 2018 (or the “Farm Bill”) effectively removes hemp from the list of controlled substances and allows states to regulate its production, commerce and research with approval from the United States Department of Agriculture. Certain Index constituents may sell dietary supplements and/or foods containing CBD within the United States. The Farm Bill delegates to the FDA responsibility for regulating

products containing hemp or derivatives thereof (including CBD) under the Federal Food, Drug, and Cosmetic Act (the “FD&C”). Under the FD&C, if a substance (such as CBD) is an active ingredient in a drug product that has been approved by the FDA, then the substance cannot be sold in dietary supplements or foods without FDA approval, unless the substance was marketed as a dietary supplement or as a conventional food before the drug was approved or before the new drug investigations were authorized. The FDA has publicly taken the position that CBD cannot be sold in dietary supplements or foods because CBD is an active ingredient in an FDA-approved drug, but has yet to issue any regulations in this regard. However, companies that sell CBD in dietary supplements and foods have taken the position that CBD was marketed as a dietary supplement and/or as a conventional food before the drug was approved or before the new drug investigations were authorized, and because the FDA has not brought enforcement action against such companies, this question of fact has not yet been adjudicated. In the absence of a conclusive legal determination to the contrary, as of the date of this prospectus, it has not been determined that the sale of dietary supplements and/or foods containing CBD within the United States would cause a company’s securities to be ineligible for inclusion in the Index. It is possible that such a legal determination or future federal and/or state laws or regulations could drastically curtail permissible uses of hemp, which could have an adverse effect of the value of the Fund’s investments in companies with business interests in hemp and hemp-based products.

United States Regulatory Risks of the Marijuana Industry (with respect to the Target MJ Fund, Target MJUS Fund, Acquiring MJ and Acquiring MJUS Fund):    The possession and use of marijuana, even for medical purposes, is illegal under federal and certain states’ laws, which may negatively impact the value of the Fund’s investments. Use of marijuana is regulated by both the federal government and state governments, and state and federal laws regarding marijuana often conflict. Even in those states in which the use of marijuana has been legalized, its possession and use remains a violation of federal law. Federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal and recreational purposes. It is not yet known whether the current Administration will push back against states where marijuana use and possession is legal, step up the enforcement of federal marijuana laws and the prosecution of nonviolent federal drug crimes and, in the event the Rohrabacher-Blumenauer amendment is not renewed by Congress, begin using federal funds to prevent states from implementing laws that authorize medical marijuana use, possession, distribution, and cultivation. Such actions by the DOJ could produce a chilling effect on the industry’s growth and discourage banks from expanding their services to cannabis-related companies where such services are currently limited. This conflict between the regulation of marijuana under federal and state law creates volatility and risk for all cannabis-related companies. In particular, the stepped up enforcement of marijuana laws by the federal government would adversely affect the value of the Fund’s U.S. investments. Certain Cannabis Companies or Pharmaceutical Companies may never be able to legally produce and sell products in the United States or other national or local jurisdictions.

Marijuana is a Schedule I controlled substance under the Controlled Substances Act (“CSA”) (21 U.S.C. § 811), meaning that it has a high potential for abuse, has no currently “accepted medical use” in the United States, lacks accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Few drug products containing natural cannabis or naturally-derived cannabis extracts have been approved by the Food and Drug Administration (“FDA”) for use in the United States or obtained registrations from the United States Drug Enforcement Administration (“DEA”) for commercial production.

Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances in the U.S. must be registered (licensed) to perform such activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. Failure to obtain the necessary registrations or comply with necessary regulatory requirements may significantly impair the ability of certain companies in which the Fund invests to pursue medical marijuana research or to otherwise cultivate, possess or distribute marijuana.

Valuation Risk (with respect to the Target GAMR Fund, Target IPAY Fund, Target GERM Fund, Target ITEQ Fund, Target MJ Fund, Target SILJ Fund, Acquiring GAMR Fund, Acquiring IPAY Fund, Acquiring GERM Fund, Acquiring ITEQ Fund, Acquiring MJ Fund and Acquiring SILJ Fund):    The sales price that the Fund could receive for a security may differ from the Fund’s valuation of the security and may differ from the value used by the Index, particularly for securities that trade in low volume or volatile markets or that are valued using a fair value methodology. In addition, the value of the securities in the Fund’s portfolio may change on days when shareholders will not be able to purchase or sell the Fund’s shares.

Video Gaming Companies Risk (with respect to the Target GAMR Fund and Acquiring GAMR Fund):    Video Gaming Companies face intense competition, both domestically and internationally, may have limited product lines, markets, financial resources, or personnel, may have products that face rapid obsolescence, and are heavily dependent on the protection of patent and intellectual property rights. Such factors may adversely affect the profitability and value of Video Gaming Companies.

Fund Performance and Portfolio Turnover

The Acquiring Funds will not commence operations until after the closing of the Reorganization. At that time, the Acquiring Funds will adopt the performance history of the Target Funds. For the performance history and portfolio turnover rates for the Target Funds see the the Prospectus of the Target Funds, dated January 31, 2023.

Portfolio Holdings Information

Information about the Target Funds’ daily portfolio holdings is available at www.etfmg.com. A complete description of the Target Funds’ policies and procedures with respect to the disclosure of the Target Funds’ portfolio holdings is available in the Target Funds’ SAI, which is incorporated by reference into this Proxy Statement. Information about the Acquiring Funds’ daily portfolio holdings will be available at www.amplifyetfs.com. In addition, each Fund discloses its complete portfolio holdings as of the end of its fiscal year and its second fiscal quarter in its reports to shareholders. No later than 30 days after the end of each fiscal quarter, each Fund files with the SEC on Form N-PORT a complete list of its portfolio holdings as of each month-end during the relevant quarter. You can find the SEC filings on the SEC’s website, www.sec.gov. A summarized description of the Acquiring Funds’ policies and procedures with respect to the disclosure of the Acquiring Funds’ portfolio holdings is included in the Proxy Statement SAI.

Reasons for the Proposed Reorganizations

Amplify and ETFMG entered into an Asset Purchase Agreement in order to effect the Reorganizations because they believe that the synergies that exist between the two organizations make reorganizing each Target Fund into its respective Acquiring Fund a compelling proposition. ETFMG is seeking to exit the investment advisory business and the similar investment style and objectives of each organization’s respective funds are complementary and led ETFMG to believe that transitioning Target Fund shareholders into the Acquiring Funds would benefit such shareholders. ETFMG also believes that Amplify’s financial strength will allow Amplify to support the Acquiring Funds following the Reorganizations. Amplify believes that by having the Target Funds in the same trust entity as its other ETFs, the Target Funds will be able to benefit from economies of scale and Amplify will be in a better position to market and brand its ETF business. Amplify’s plan for each Fund is to retain the current strategy in hopes of continuing the momentum built with respect to performance and positive market reception for each Fund, as well as to enhance the attractiveness of the offerings to retail and institutional distribution platforms.

By the terms of the Asset Purchase Agreement, Amplify will own substantially all of the assets related to ETFMG’s business of providing investment advisory and investment management services to the Target Funds and other clients, including the books and records relating to the Target Funds and the investment performance of each Target Fund.

Board Considerations

The ETF Managers Board considered the Reorganizations at meetings held on July 12 and July 14, 2023. The ETF Managers Board evaluated the terms of the Plan, each Fund’s investment objective and strategies, the implications of a change in certain indexes, the direct and indirect expenses relating to the Reorganizations, each Fund’s fees and expenses (including the total annual fund operating expense ratio and the Rule 12b-1 fee that has been approved by the Board of Amplify Trust but is not expected to be implemented upon the commencement of operations of the Acquiring Funds), the experience and expertise of the Acquiring Funds’ investment adviser and sub-advisers, federal income tax consequences of the Reorganizations, and possible alternatives to the Reorganizations. The Independent Trustees determined that each Reorganization is in the best interests of the applicable Target Fund and its shareholders and approved the Reorganizations and the Plan subject to shareholder approval.

In advance of the July 12 and July 14, 2023 Board meetings, the Independent Trustees of the ETF Managers Board submitted a comprehensive questionnaire and supplemental questions to Amplify, Penserra and Toroso. They also met via teleconference with representatives of Amplify and ETFMG to receive additional information about each Reorganization and to ask and receive responses to questions, including with respect to the transition to different

indexes, in the case of certain Funds, and the transition from an active to passive strategy for another. In addition, the Independent Trustees had a teleconference with the Lead Independent Trustee of the Amplify Trust Board to ask and receive responses to questions about the operations of Amplify and the operations and governance of the Amplify Trust.

Prior to the Board’s meetings, the Independent Trustees requested and received additional information from Amplify relating to particular aspects of the proposed transaction. Based on a comprehensive evaluation of all of the information provided, the Independent Trustees approved each Reorganization.

At the meeting on July 14, the Independent Trustees further determined to present the proposed transaction to shareholders and recommend shareholders vote for its approval. During its review, the Trustees did not identify any particular information or consideration that was all-important or controlling, and each Trustee attributed different weights to various factors. Although the Trustees considered broader issues arising in the context of the Reorganizations, its determinations with respect to the Reorganizations were made on a fund-by-fund basis. The Independent Trustees considered the following factors, among others, in its evaluation of the Reorganizations:

The Terms and Conditions of the Reorganizations.    The Trustees considered the terms of the Plan and, in particular, that the transfer of the assets of the Target Funds will be in exchange for shares of the Acquiring Funds and the Acquiring Funds’ assumption of the liabilities of the Target Funds as set forth in the Plan. They also took note of the fact that no commissions or other direct transactional fees would be imposed on the Target Funds’ shareholders in connection with the Reorganizations, and evaluated the steps that Amplify, Penserra and Toroso planned to take to mitigate the potential for commissions or other direct transactional fees, as well as indirect costs associated with realigning each Target Fund’s portfolio following each Reorganization to track the index of its corresponding Acquiring Fund and to convert the one active Target Fund to a tracking portfolio. In addition, the Trustees noted that pursuant to the Plan, each Target Fund shareholder’s account will be credited with the number of corresponding Acquiring Fund shares equal to the value of the Target Fund shares that each shareholder holds immediately prior to the Reorganizations. The Trustees also noted that the value of the Target Funds’ assets to be acquired and the amount of their liabilities to be assumed by the Acquiring Funds and the NAV of a share of a Target Fund will be determined in accordance with the valuation methodologies described in each Target Fund’s Prospectus and SAI, as may be supplemented. As a result, the Independent Trustees noted that the interests of the Target Funds’ shareholders would not be diluted as a result of a Reorganization. They also noted that each Reorganization would be submitted to the Target Funds’ shareholders for approval.

Similar Investment Objective and Investment Strategies.    The Trustees considered that the investment objectives of the Acquiring Funds are similar, and the investment strategies of the Acquiring Funds are similar, to those of the Target Funds. As part of this transaction, the Trustees evaluated the proposed change to the indexes for certain Target Funds. It considered information about the proposed indexes, including their index methodologies, implied liquidity, thematic purity, and relative performance. The Trustees received additional information about strategies the sub-advisers would utilize to minimize the indirect costs associated with the transition to the new indices, including the use of custom baskets, as well as the time that may be needed to effect the changes in the portfolios to track the new indexes. Finally, the Trustees took note of regulatory provisions that enable portfolio managers to more effectively address trading challenges that can surface during an ETF index rebalance period, all of which informed its consideration of the proposed index changes.

Reputation, Financial Strength, and Resources of Amplify.    The Independent Trustees considered information provided with respect to the reputation, financial strength and resources of Amplify. In evaluating the resources of Amplify and the rationale for the Reorganizations, the Trustees also considered that Amplify is an ETF provider managing 15 ETFs with over $4.4 billion in assets under management as of June 30, 2023, and that its key personnel have significant experience providing investment advisory services to ETFs. The Trustees further considered the impact of significant financial support offered by Samsung Asset Management, an investor in Amplify, and enhancements made by Amplify to its staffing and senior management as it has grown. They further noted the strength of its compliance program and investment performance, as well as the effectiveness of Amplify’s business continuity plan.

Continuity of Certain Key Fund Services.    The Independent Trustees considered that the Reorganizations will not result in any changes in service providers that execute the essential functions of administration, accounting, custody, and transfer agency. The Trustees determined that the continuity of those functions following the Reorganizations mitigates operational risks that might otherwise surface.

Expenses Relating to Reorganizations.    The Trustees considered that the Target Funds’ shareholders will not incur any direct expenses in connection with the Reorganizations. All direct expenses relating to the proposed Reorganizations, whether or not consummated, will be shared equally (except as otherwise agreed) by Amplify and ETFMG, including expenses related to the Special Meeting and solicitation of proxies, preparing and filing the Proxy Statement, and the cost of copying, printing, and mailing proxy materials. The Trustees further considered that, promptly after the close of the Reorganization of each Target Fund, Amplify anticipates purchasing or receiving in-kind in exchange for the issuance of creation orders, or selling or delivering in-kind to satisfy redemption orders, securities of the Acquiring Funds as necessary to replicate the holdings of the proposed new indexes for certain funds. The Trustees evaluated the expense to be borne by the Acquiring Funds and, indirectly its shareholders, of this repositioning along with any indirect costs, such as market impact costs. The Trustees evaluated Amplify’s, Penserra’s and Toroso’s plans to mitigate any such costs. The Trustees acknowledged that it is not possible to ascertain in advance any indirect costs associated with index rebalances and, while they could be significant, Amplify and the sub-advisers have developed strategies, and possess the requisite securities trading expertise, to mitigate any such costs.

Potential Conflicts of Interest.    The Independent Trustees considered that ETFMG faced certain conflicts of interest in recommending ETF Managers Board approval of the Reorganizations, including that ETFMG would be compensated upon the successful completion of each Reorganization for the sale of assets related to the operation of the Funds, pursuant to the terms of the Asset Purchase Agreement. Additionally, the ETF Managers Board considered other financial benefits that ETFMG would receive from approval of the Reorganizations, including that ETFMG would no longer be required to pay Target Fund expenses and the assistance that it would receive in paying obligations arising from an adverse civil judgement. The Independent Trustees also received disclosure from Amplify concerning certain conflicts related to the Reorganizations, including that the index provider for three of the Target Funds would be changed to a party to which ETFMG has liabilities that Amplify will assume. The ETF Managers Board further considered that the purchase agreement provided that the Reorganizations would meet the requirements of Section 15(f) of the 1940 Act, including that no “unfair burden” (as defined therein) would be imposed on the Funds, and that at least 75% of the Amplify Trust Board would be independent of both Amplify and ETFMG for a period of three years after completion of the Reorganizations.

Relative Expense Ratios.    The Trustees reviewed information regarding comparative expense ratios (current and pro forma expense ratios are set forth in “Summary Comparison of the Funds — Fees and Expenses” section above) and considered that Amplify has proposed management fees that are the same as those of the Target Funds and, as a result, the estimated total annual fund operating expense ratios for the shares of the Acquiring Funds are the same as those of the Target Funds.

Distribution; Distribution and Service Fees.    The Trustees considered the distribution capabilities of Foreside Distributors, LLC and its commitment to distribute the shares of the Acquiring Funds. The Trustees further considered that, like the Target Funds, the Acquiring Funds have adopted a 12b-1 Plan under which each Fund may bear a 12b-1 fee up to 0.25% annually of the Fund’s average daily net assets, and the Amplify Trust Board has not currently approved any payments under the 12b-1 Plan. The Trustees further noted that the Amplify Trust Board will consider the approval of any future commencement of payments under the 12b-1 Plan.

Compliance.    The Independent Trustees had an opportunity to review information provided by Amplify Trust with respect to its compliance policies and procedures and risk programs. The adviser and sub-advisers provided further details of their respective compliance programs in response to the questionnaire completed by each. In addition, Amplify, Toroso, Penserra and Amplify Trust responded to questions about the occurrence and status of regulatory examinations within the past two calendar years.

Federal Income Tax Consequences.    The Trustees considered that each Reorganization is expected to qualify as a reorganization for federal income tax purposes and that shareholders of the Target Funds are not expected to recognize any gain or loss upon receipt of shares of the Acquiring Funds in the Reorganizations.

Governance.    The Independent Trustees considered information regarding the governance of Amplify Trust and its oversight by the trustees of the Amplify Trust Board. They met with the Lead Independent Trustee of the Amplify Trust Board and asked and received responses regarding matters concerning the Amplify Trust Board, including, among others, the experience and expertise of the members of the Amplify Trust Board, the composition and committee structure of the Amplify Trust Board, and the Amplify Trust Board’s oversight processes with respect to fund expenses, performance, and compliance.

Other Alternatives.    The Independent Trustees considered alternatives to the Reorganizations that were identified by ETFMG and the officers of ETF Managers Trust and discussed with counsel. After considering the merits and viability of these other alternatives, the Trustees agreed with the assessment that the possible alternatives were less desirable for shareholders than the Reorganizations.

Based on the foregoing, the Independent Trustees determined that the Reorganizations are the best alternative for the Target Funds at this time and is in the best interests of the Target Funds and their shareholders. The Trustees approved the Reorganizations, subject to approval by shareholders of the Target Funds and the solicitation of the shareholders of the Target Funds to vote “FOR” the approval of the Plan. These determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight on various factors and assigned different degrees of materiality to various conclusions.

Management

Board of Trustees

Overall responsibility for oversight of ETF Managers Trust rests with its Board. The ETF Managers Board is responsible for overseeing ETFMG and other service providers in the operations of ETF Managers Trust in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and ETF Managers Trust’s governing documents. ETF Managers Trust currently has two Trustees, both of whom are not “interested persons,” as that term is defined under the 1940 Act. A list of the Trustees and officers of ETF Managers Trust, and their present positions and principal occupations, is provided under “Management of the Trust” in the Target Funds’ SAI, which is incorporated by reference into this Proxy Statement.

The business and affairs of the Amplify Trust are managed by its officers under the oversight of its Board of Trustees (the “Amplify Trust Board”). The Amplify Trust Board sets broad policies for the Amplify Trust and may appoint the Amplify Trust’s officers. The Amplify Trust Board oversees the performance of Amplify and the Amplify Trust’s other service providers. The Amplify Trust currently has five Trustees, two of whom are an “interested person,” as that term is defined under the 1940 Act. A list of the Trustees and officers of the Amplify Trust, and their present positions and principal occupations, is provided under the section entitled “Management of the Trust” in the Proxy Statement SAI.

Investment Advisers

ETF Managers Group (“ETFMG”), located at 30 Maple Street, 2nd Floor, Summit, New Jersey 07901, is an investment adviser registered with the SEC and serves as the investment adviser to the Target Funds. ETFMG administers the affairs of the Target Funds, subject to the oversight of ETF Managers Trust’s Board of Trustees.

Amplify Investments LLC (“Amplify”), located at 3333 Warrenville Road, Suite 350, Lisle, Illinois 60532, is an investment adviser registered with the SEC and serves as the investment adviser to the Acquiring Funds. Amplify is responsible for overseeing the management and business affairs of the Acquiring Funds and has discretion to purchase and sell securities in accordance with the Acquiring Funds’ investment objectives, policies, and restrictions, subject to the oversight of the Amplify Trust Board of Trustees.

Investment Sub-Advisers

EquBot LLC (“EquBot”), the sub-adviser to the Target AIEQ, is a Delaware limited liability company located at 450 Townsend Street, San Francisco, California 94107. EquBot provides investment advice using a proprietary, quantitative model that runs on the IBM Watson™ platform to ETFMG and the Target AIEQ. ETFMG pays EquBot’s fee for managing Target AIEQ.

Penserra Capital Management (“Penserra”), a registered investment adviser with offices at 4 Orinda Way, Suite 100-A, Orinda, California 94563, will serve as the sub-adviser to the Acquiring HACK Fund, Acquiring IPAY Fund, Acquiring GAMR Fund and Acquiring IVES Fund after the Reorganizations. Penserra will have responsibility for selecting and continuously monitoring the Funds’ investments. Sub-advisory Fees will be paid by Amplify.

Toroso Investment, LLC (“Toroso”), a registered investment adviser with offices at 898 North Broadway, Suite 2, Massapequa, New York 11578, will serve as the sub-adviser to the Acquiring SILJ Fund, Acquiring MJ Fund, Acquiring

MJUS Fund, Acquiring ITEQ Fund, Acquiring GERM Fund, Acquiring AIEQ Fund and Acquiring AWAY Fund after the Reorganizations. Toroso will have responsibility for selecting and continuously monitoring the Funds’ investments. Sub-advisory Fees will be paid by Amplify.

Portfolio Managers

The following portfolio managers are jointly and primarily responsible for the day-to-day management of the Funds: