0001829126-23-004081 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • June 12th, 2023 • Simplify Exchange Traded Funds

Simplify Enhanced Income Cayman Fund Limited (the “Company”) herewith confirms its agreement with you. The Company has been organized to engage in the business of a controlled foreign corporation that holds and trades certain securities and instruments for the benefit of Simplify Enhanced Income ETF (the “Fund”), a series of Simplify Exchange Traded Funds (the “Trust”) an open-end management investment company that is organized as a Delaware statutory trust.

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 12th, 2023 • Simplify Exchange Traded Funds • New York

THIS SUB-ADVISORY AGREEMENT (the “Agreement”) is made and entered into as of May 26, 2023 by and between Simplify Asset Management Inc. (the “Adviser”), a New York corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) with an office at 222 Broadway 22nd Floor, New York, NY 10038; Simplify Exchange Traded Funds, a Delaware statutory trust (the “Trust”); and Asterozoa Capital, LLC (the “Sub-Adviser” and together with the Trust and Adviser the “Parties”), a Nevada limited liability company registered, or to be registered, under the Advisers Act, with an office at 8500 W. Charleston Boulevard, Las Vegas, Nevada, Suite 102-299, 89117; with respect to the Simplify Opportunistic Income ETF (the “Fund”), a series of the Trust. This Agreement supersedes any prior sub-advisory agreement between the parties.

MANAGEMENT AGREEMENT
Management Agreement • June 12th, 2023 • Simplify Exchange Traded Funds

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers several series of shares to investors.

AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • June 12th, 2023 • Simplify Exchange Traded Funds

This Amendment (“Amendment”) is made as of the June 7, 2023 (“Effective Date”), by and between each Trust (hereinafter each a “Trust” and collectively, the “Trusts” a applicable) listed on Exhibit A to the Agreement (as defined below) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • June 12th, 2023 • Simplify Exchange Traded Funds

This Amendment (“Amendment”) is made as of the June 7, 2023 (“Effective Date”), by and between Simplify Exchange Traded Funds (the “Trust”) listed on Appendix I to the Agreement (as defined below) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

EIGHTH AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • June 12th, 2023 • Simplify Exchange Traded Funds • Delaware

This eighth amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) novated as of September 30, 2021 by and between Simplify Exchange Traded Funds (“Trust”) and Foreside Financial Services, LLC (“Foreside”) is entered into with effect as of May 26, 2023 (the “Effective Date”).

Fee Waiver Agreement
Waiver Agreement • June 12th, 2023 • Simplify Exchange Traded Funds
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 12th, 2023 • Simplify Exchange Traded Funds

This Amendment (“Amendment”) is made as of the June 7, 2023 (“Effective Date”), by and between each Trust (hereinafter each a “Trust” and collectively, the “Trusts” a applicable) listed on Appendix A to the Agreement (as defined below) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

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