Fee Waiver Agreement
Exhibit (d)(25)
| To: | Simplify Exchange Traded Funds |
000 Xxxxxxxx 00xx Floor
New York NY 10038
Dear Board Members:
You have engaged Simplify Asset Management Inc. (“Simplify”) to act as the investment adviser to Simplify Gamma Emerging Market Bond ETF (the “Fund”) a series of Simplify Exchange Traded Funds (the “Trust”) pursuant to management agreement between Simplify and the Trust (the “Management Agreement”), dated July 8, 2024 with respect to the Fund.
Effective upon the date of execution of this Fee Waiver Agreement (the “Agreement”), as indicated below, through October 31, 2025 (the “Waiver Period”), Simplify agrees to waive its management fee payable under the Management Agreement with respect to the Fund by 20 basis points, reducing the management fee payable to Simplify from 0.95% to 0.75% of the Fund’s average daily net assets.
This Agreement shall remain in effect through the Waiver Period, unless sooner terminated as provided in this paragraph. This Agreement may not be terminated by Simplify but may be terminated by the Trust’s Board of Trustees, on 60 days’ written notice to Simplify. Additionally, this Agreement will terminate automatically upon the termination of the Management Agreement.
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 | |
ACCEPTANCE:
| Simplify Exchange Traded Funds | ||
| By: | /s/ Xxxx Xxx | |
| Name: | Xxxx Xxx | |
| Title: | President | |
| Date: | Effective as of July 8, 2024 | |
