Simplify Asset Management Inc

Item 5 Fees and Compensation
The following is a general description of the fees, compensation and other expenses of the Clients.
Each Client’s written agreement, IMA, or prospectus, as applicable, will describe fees, compensation
and expenses in greater detail. Clients should refer to such agreements for a more comprehensive
understanding of how Simplify or its affiliates are compensated for advisory services. The information
provided here is qualified in its entirety by such agreements, documents, or prospectus, as applicable.

ETF Fee Structure
Simplify is an adviser to a range of exchange-traded funds (ETFs), each with its own specific fee
structure. The services and fees with respect to such Clients are negotiated on an individual basis.
Generally, fees for the management of these ETFs are assessed as a percentage of the fund’s daily
net assets and are factored directly into the net asset value (NAV) of each ETF.

    • Management Fees: These are annual fees calculated daily from the fund’s assets and
      subtracted from the fund’s NAV. The specific management fee rate varies by ETF and
      compensates Simplify for the portfolio management, trading, administrative, and operational
      services provided.

    • Total Expense Ratios: In addition to management fees, each ETF may also incur various
      operating expenses, such as costs for custodial services, compliance, legal and audit fees,
      among others. These expenses are combined with the management fees to form the total
      expense ratio, which is also expressed as a percentage of the fund’s average daily net assets.
      The total expense ratio reduces the fund’s NAV and is a critical factor for investors to consider
      when evaluating the cost efficiency of the fund.

Please refer to the specific Simplify ETF’s prospectus for further details of fees and expenses.

Sub-Adviser Services
Simplify serves as the sub-adviser to the investment adviser Alphaledger Investment Management,
LLC. ("Alphaledger").

Separately Managed Account Fee Structure
The fee structure typically consists of a management fee and a performance-based fee.

    • Management Fees: These fees are calculated daily from the fund’s assets. The specific
      management fee rate varies by SMA Client and may compensate Simplify for the portfolio
      management, trading, administrative, and operational services provided.

    • Performance Fees: The performance fee is based on the Separately Managed Account’s
      performance relative to a pre-specified benchmark over a pre-defined period. Performance
      takes into account realized income as well as realized and unrealized capital gains.

    • Set-up Fees: The set-up fee is calculated based on incoming funds amount. The specific set-
      up fee rate varies by SMA client.

The level of the management fee and performance fee are subject to negotiation and may vary with
each SMA Client. The applicable fee levels, as well as other considerations such as
payment frequency, benchmark, and hurdle rates, are set forth in each SMA Client’s investment
management agreement. There is no default or base fee schedule; in general, we expect fee levels to
fall within the following indicative ranges:

  Management Fee         Performance-based Fee                 Set-up Fees

Up to 2% per annum         Up to 30% per annum             Up to 1% set up fee

When negotiating fee levels and other fee-related terms, Simplify will take into account factors
including, but not limited to, investor relationship considerations, the investor’s investment objectives
and risk preferences, the amount of assets in the account, the level of discretion granted to Simplify,
and service requirements. The negotiated fees may fall outside the range included in the indicative
table above. SMA Clients are strongly urged to closely review the applicable IMA, documents and
disclosures for information with respect to management fee and performance compensation terms.

The management fee and performance compensation will be debited from the SMA Clients’ assets on
a monthly basis in arrears. The setup fee will be debited post initial funding.

Model Portfolios Fees
Simplify does not charge a separate fee for licensing its individual Model Portfolios. However, Simplify
and its affiliates receive compensation from sales of certain of the Simplify ETFs that are included in
the Model Portfolios. As a result, Simplify may have a conflict in selecting Simplify ETFs within a
particular model because it has an additional incentive to decrease the Model Portfolio’s allocation to
third-party ETFs in order to increase the investment management fees it receives. Refer to Item 6
below for additional conflicts of interest disclosures.

Additional Fees and Expenses
Simplify’s investors bear certain expenses in connection with advisory services, either directly or
indirectly as investors. Costs and expenses are related to the operation and activities of the Client and
include, without limitation, investment-related expenses and fees, brokerage-fees, commissions, and
other transaction expenses, taxes and governmental fees, costs of borrowing money, including interest
expenses, certain custody expenses and extraordinary expenses (such as litigation and
indemnification expenses). Investors may incur certain charges imposed by custodians, brokers,
administrators and other third-party service providers. Such charges, fees and commissions are
exclusive of and in addition to Simplify’s fees and Simplify does not share in any portion of the
brokerage fees/transaction charges imposed by the broker-dealer or custodian. For information on our
brokerage practices, please refer to Item 12 of this Brochure.

Unless Simplify serves as an adviser to an exchange traded fund or is otherwise affiliated with such
investment, the management fees that investors pay to Simplify for its investment advisory services
...

Item 7 Types of Clients
Simplify provides investment advisory services to Clients such as ETFs, Pooled Investment Vehicles,
SMAs and Model Portfolios. Simplify’s products can be particularly appealing to sophisticated investors
who seek advanced risk management solutions.

Simplify’s ETF Client investors may include:
   • Retail investors
   • Institutional investors
   • Registered representatives/ financial professionals
   • Investment advisers and registered investment advisers

Simplify’s Pooled Investment Vehicle investors may include:
   • Accredited Investors
   • Investment Advisor Platforms

Simplify’s SMA Client investors may include:
   • High-net-worth Individuals
   • Pension funds
   • Not-for-profit entities, incl. charitable, educational, and healthcare endowments
   • Insurance companies
   • Public-sector entities
   • Corporations
   • Financial institutions

Simplify’s Model Portfolio Client investors may include:
   • Registered investment advisers