Expense Limitation and Reimbursement Agreement

Expense Limitation and Reimbursement Agreement

To: Simplify Exchange Traded Funds 00 X 00xx Xx. Xxx Xxxx XX 00000

Dear Board Members:

You have engaged Simplify Asset Management Inc. (“we” or “us”) to act as the investment adviser to the Simplify US Equity PLUS Convexity ETF, Simplify US Equity PLUS Downside Convexity ETF, and Simplify US Equity PLUS Upside Convexity ETF (each a “Fund” and collectively, the “Funds”), pursuant to a Management Agreement between us and Simplify Exchange Traded Funds (the “Trust”) dated on or about August 14, 2020 (“Management Agreement”).

Effective upon the date of execution of this Agreement until August 31, 2021 (the “Limitation Period”), we agree to waive our management fees payable under the Management Agreement, or to pay or absorb the Fund’s expenses, in order to limit the amount of “Specified Expenses” (as described below) borne by each Fund during the Limitation Period to an amount not to exceed 0.25% per annum of the average daily net assets attributable to each Fund, respectively (the “Expense Cap”).

“Specified Expenses” is defined to include all ordinary operating expenses of each Fund, including management fees under the Management Agreement, provided that the following expenses of each Fund shall be excluded from the definition of Specified Expenses: interest expenses, taxes, brokerage expenses, Rule 12b-1 fees (if any), acquired fund fees and expenses, expenses incidental to a meeting of a Fund’s shareholders.

Any waiver, payment or reimbursement by us pursuant to this Agreement is subject to repayment by a Fund within three years after the expenses waived, paid or reimbursed were incurred, even if the repayment occurs after the termination of the Limitation Period, provided that the Specified Expenses have fallen to a level below the lower of this Expense Cap, or the then-current expense limitation, and the reimbursement amount does not raise the level of Specified Expenses in the month the repayment is being made to a level that exceeds the lower of this Expense Cap, or the then-current expense limitation. The right to repayment shall survive termination or expiration of this Agreement or the Management Agreement, unless waived by us.

This Agreement shall become effective on the date first above written and shall remain in effect through the Limitation Period, unless sooner terminated as provided below. The Limitation Period may be extended by us for successive twelve-month periods, provided that such extension is approved by a majority of the Trustees of the Trust.

Additionally, this Agreement may not be terminated by us but may be terminated by the Trust’s Board of Trustees, on 60 days’ written notice to us. This Agreement will automatically terminate if the Management Agreement is terminated.

This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.

Simplify Asset Management Inc.

By:	/s/ Xxxx Xxx
Name:	Xxxx Xxx
Title:	Chief Executive Officer
Date:	August 14, 2020

ACCEPTANCE: Simplify Exchange Traded Funds

By:	/s/ Xxxx Xxx
Name:	Xxxx Xxx
Title:	Trustee and President
Date:	August 14, 2020