Propel Bio Management, LLC

Propel Bio Management LLC ("Propel"), is a Delaware limited liability company with its principal place of business in Los Angeles, California. Propel was formed in 2022 and is owned by Leen Kawas. As of December 31, 2025, Propel had $247 Million of assets under management. As of the date of this Brochure, Propel provides (i) discretionary investment advisory services to Propel Bio Partners, L.P. and Propel Bio-Host Partners, L.P. (the "private funds") - Delaware limited partnerships and a private pooled investment vehicles, and (ii) discretionary sub-advisory services to the Simplify Propel Bio Opportunities ETF (the "ETF", collectively, with the private fund, the "Clients"), an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). Propel generally has broad and flexible discretionary investment authority with respect to the Clients' investment portfolios. Propel does not tailor its advisory services to the individual needs of investors in its Clients. Rather, Propel manages each Client's portfolio in accordance with the investment objectives, strategies and restrictions established by the Client.

The following sets forth a description of the advisory fee arrangements in effect with respect to the Clients. Private Fund For its private fund Clients, Propel receives an asset-based management fee (the "Management Fee") set forth in the private funds' governing documents.Propel or the General Partner, in its sole discretion, may waive the Management Fee. In addition, Propel receives performance-based compensation, which is compensation based on a share of capital gains or capital appreciation of the assets of the private fund as is more fully set forth in the governing documents of the private fund. Propel will negotiate its compensation, if any, from co-investment opportunities on a case-by-case basis, and such compensation may include asset-based fees, carried interest and expense reimbursement or non-advisory administrative fees. ETF With respect to the ETF, Propel will receive a sub-advisory fee as set forth in the prospectus of the ETF. The sub-advisory fee charged by Propel is documented in writing in an investment sub-advisory agreement between the ETF's adviser, Simplify Asset Management, Inc. ("Simplify"), and the Simplify Exchange Traded Funds Trust (the "Trust"). Such agreement has been approved by the Board of Trustees of the Trust. Investors are encouraged to review the ETF's prospectus to understand its fees and expenses, which includes expenses for custody, administration, and other non-advisory services.

Private Fund The privates fund currently invests in seed and venture capital investing, primarily through acquiring, holding and disposing of equity securities issued by private and public companies. The primary focus of the investment activities of the private funds will be investments in life sciences and related fields across stages. The private funds will typically invest in small and medium capitalization private and public companies that may be in various stages of maturity. Propel, as investment manager to the private fund, has broad discretion as to the selection of investment instruments, strategies, markets and countries the private funds may participate in, as well as the type and amount of borrowings that may be utilized in seeking their investment objectives, subject to the private fund's governing documents. Following is a description of some of the risks associated with the private fund's investment strategy.

MATERIAL RISKS OF THE PRIVATE FUND The following is a summary of the material risks for the private fund, its investment strategies, security types and investment techniques. The information contained in this Brochure cannot disclose every potential risk associated with an investment strategy. Rather, it is a general description of the nature and risks of the strategies and securities that Clients may include in their investment guidelines. Investors in the private fund should review the Offering Documents for information regarding the risks associated with those funds. Convertible Securities Risk Convertible securities may include corporate notes or preferred securities. Investments in convertible securities are not subject to the rating criteria with respect to non-convertible debt obligations. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. The market value of convertible securities can also be heavily dependent upon the changing value of the equity securities into which such securities are convertible, depending on whether the market price of the underlying security exceeds the conversion price. Convertible securities generally rank senior to common stocks in an issuer's capital structure and consequently entail less risk than the issuer's common stock. However, the extent to which such risk is reduced depends upon the degree to which the convertible security sells above its value as a fixedincome security. Competition for Investments The asset management business is highly competitive. Competition for attractive investments is intense, and the private fund competes with numerous other persons with similar investment objectives, including other investment funds. Due to the size of the market, there are a number of competitors. The private fund competes or may compete directly or indirectly with other funds with existing asset management programs in place, and these competitors may have greater financial resources or better access to suitable investment opportunities than the private fund. There can be no assurance that the Fund will be able to compete effectively against such competitors. Lack of Transferability of Interests in the Fund; No Right of Withdrawal The private fund interests have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or an exemption from registration is available. It is not contemplated that registration of the Interests under the Securities Act or other securities laws will ever be effected. There is no public market for the private fund interests and one is not expected to develop. Concentration Risk The private fund's assets are expected to be concentrated in an industry or group of industries. The securities of companies in an industry or group of industries could react similarly to market developments. Thus, the private fund is subject to loss due to adverse occurrences that affect one industry or group of industries or sector.

Convertible Securities and Warrants Client Accounts may invest in convertible securities, and warrants. The value of convertible securities and warrants will vary with the movements in the equity market and the performance of the underlying common stock, in particular. Their value is also affected by adverse issuer or market information. Thus, for example, as the value of the underlying common stock of an issuer fluctuates, the value of the preferred stock of such issuer would also be expected to fluctuate. Furthermore, warrants will have little to no value if the exercise price is greater than the value of the underlying securities. Convertible securities (which may take the form of convertible preferred stock, convertible bonds or debentures, stock purchase warrants, zero-coupon bonds or liquid-yield option notes, stock index notes, mandatories, or a combination of the features of these securities) are securities that may be exchanged or converted into a predetermined number of the issuer's underlying shares or the shares of another company or that are indexed to an unmanaged market index at the option of the holder during a specified time period. Prior to conversion, convertible securities have the same general characteristics as non-convertible fixed income securities. As with all fixed income securities, the market value of such securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus, may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stock in an issuer's capital structure and consequently entail less risk than the issuer's common stock. If a convertible security held by a Client Account is called for redemption, the Client Account will be required to permit the issuer to redeem the security, convert it into the underlying stock or sell it to a third-party. Any of these actions could have an adverse effect on the Client Account's ability to achieve its investment objective. Restricted Securities Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by a Client Account. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Undervalued Securities The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from a Client Account's investments may not adequately compensate for the business and financial risks assumed. Unlisted Securities Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities.

Special Purpose Acquisition Companies A special purpose acquisition company (a "SPAC") is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses that are typically not publicly listed. Following the acquisition of a target company, a SPAC's management team may exercise control over the management of the combined company in an effort to increase its value. Often, though, management of the target company will continue to manage the now publicly traded business subsequent to completion of its business combination with the SPAC. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until the business combination is completed or a predetermined period of time (typically 24 months) elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and the combined publicly traded company's shares trade above the SPAC's initial public offering (the "IPO") price, or alternatively, the market price at which an investor acquired a SPAC's shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire a target business by the timeframe established at the time of its IPO (as such timeframe may be extended with shareholder consent), the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, to the extent third parties are permitted to bring claims against IPO proceeds held in the SPAC's trust account. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to complete a qualifying business combination by the deadline established at the time of its IPO, (ii) assets in the trust account may become subject to third-party claims against such SPAC, which may reduce the per share liquidation value received by the investors in the SPAC in the event it fails to complete a business combination within the required time period, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in "blank check" companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business, (v) the value of any target business, including its stock price as a public company, may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust account may decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the applicable record date to do so, and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. A Client Account may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for a Client Account to evaluate the possible merits or risks of such SPAC's investment in any particular target business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Issuer Risk The value of equity securities may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage, reduced demand for the issuer's goods and services, historical and prospective earnings of the issuer and the value of the assets of the issuer. Legal, Tax and Regulatory Risks Propel and certain Client Accounts are subject to legal, tax and regulatory oversight. In the future, there may be legislative, tax and regulatory changes that may apply to the activities of Propel that may require material adjustments to the business and operations or have other material adverse effects on

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As described in Item 4, Propel's Clients are private funds and an ETF. The private funds are private investment partnerships whose interests are offered to investors on a private placement basis and is organized as a Delaware limited partnership. Capital commitments to the private funds must be in a minimum amount of at least $1,000,000 for individuals and $5,000,000 for institutional investors, although the general partner of the private fund reserves the right to waive or reduce this requirement in its sole discretion from time to time. An investment in the private fund is limited to investors that are "accredited investors" within the meaning of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). The private fund's governing documents contain a complete discussion of the investor eligibility requirements and the terms and conditions of an investment in the private fund. The ETF is a U.S. investment company registered under the 1940 Act.

As discussed in Item 5, Propel is paid or allocated performance-based compensation by the private funds.

The fact that Propel is compensated based on the private fund's profits may create an incentive for Propel to make investments on behalf of the private funds that are riskier or more speculative than would otherwise be the case. In addition, Propel could be incentivized to favor one private fund over another Client that pays a relatively lower, or no, Performance Fee or Management Fee. Performancebased fees may also create an incentive for our firm to overvalue investments which lack a market quotation. These conflicts are also applicable to Propel's investment personnel because they are typically compensated on a basis that includes a performance-based component. To address these potential conflicts of interest, Propel has established mitigating policies and procedures. A senior officer of our firm periodically reviews Client accounts to ensure that investments are suitable and that the account is being managed according to the Client's investment objectives and risk tolerance. Propel also requires allocation of investment opportunities (if they are suitable) in an effort to avoid favoritism among our Clients, regardless of whether the Client is charged performancebased fees. Propel has further adopted policies and procedures that require our firm to "fairly value" any investments which do not have a readily ascertainable value.

Propel is not registered, nor does it have an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, a commodity pool operator, a commodity trading adviser, or an associated person of the foregoing entities. Further, neither Propel nor any of its management persons have material relationships or arrangements with industry participants or material conflicts of interest relating to other investment advisers. Propel Bio Partners LLC, an affiliate of Propel, serves as the General Partner of the private fund.

Personal Trading Description of our Code of Ethics Propel has adopted a Code of Ethics (the "Code") that obligates Propel and its related persons to put the interests of the Clients before their own interests and to act honestly and fairly in all respects in their dealings with the Clients. Propel strives to comply with applicable laws and regulations governing its practices. Therefore, Propel's Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm. Propel's goal is to protect its Clients' interests at all times and to demonstrate its commitment to its fiduciary duties of honesty, good faith, and fair dealing with its Clients. All persons associated with Propel are expected to adhere strictly to these guidelines. Persons associated with Propel are also required to report any violations of the Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent, by persons associated with Propel, the misuse or dissemination of material, nonpublic information about Clients or their account holdings.

Clients or prospective clients may obtain a copy of Propel's Code of Ethics by contacting Propel at the telephone number on the cover page of this Brochure. Personal Trading Practices To the extent that Propel or its associated persons invest in the same securities that Propel or a associated persons recommends to a Client, such practices present a conflict where, Propel or its associated persons is in a position to trade in a manner that could adversely affect the Clients. In addition to affecting Propel's or itsassociated persons's objectivity, these practices by Propel or its associated persons may also harm the Clients by adversely affecting the price at which the Client trades are executed. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over Clients in the purchase or sale of securities, and Propel has adopted the following procedures in an effort to minimize such conflicts: Propel requires its associated persons to pre-clear certain transactions in their personal accounts with Propel's chief compliance officer (the "Chief Compliance Officer") or his delegate, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on the Client. In addition, the Code prohibits Propel or its associated persons from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by the Chief Compliance Officer. All associated persons to Propel are also required to provide broker confirmations of each transaction in which they engage and a quarterly certification of such transactions. Trading in employee accounts will be reviewed by the Chief Compliance Officer or his delegate and compared with transactions for the client accounts and reviewed against the restricted securities list. To the extent Propel buys or sells securities for a Client, at or about the same time that Propel or an associated person buys or sells the same securities for its own account Propel and the associated person, if applicable, will do so in accordance with the procedures described above in order to minimize the conflicts stemming from situations where the contemporaneous trading would result in an economic benefit for Propel or its associated person to the detriment of the client.

Research and Other Soft Dollar Benefits Propel currently does not have any soft dollar arrangements.

Propel Bio Management LLC does not receive any compensation from any third party in connection with providing investment advice nor do we compensate any individual or firm for client referrals.

Propel Bio Management LLC must disclose any legal or disciplinary events that are material to an evaluation of its advisory business or the integrity of its management. Propel Bio Management LLC and its management personnel have no reportable disciplinary events to disclose.

Propel's investment team regularly reviews and monitors each Client's portfolio to determine whether positions should be maintained in view of current market conditions. Propel's review may consider specific securities held, adherence to investment guidelines and the Client's performance. Private fund investors receive written reports from the private fund as described in the private fund's offering documents. ETF investors will receive a fund's shareholder report.

All Client Accounts for which Propel serves as investment adviser will employ independent qualified custodians, as appropriate, to hold the assets of the private fund or ETF. We provide each investor in the private fund with audited annual financial statements. If you are a private fund investor and have questions regarding the financial statements or if you did not receive a copy, contact us directly at the telephone number on the cover page of this Brochure.

Propel provides investment advisory services on a discretionary basis to its Clients. Propel entered into an investment management agreement with each of its Clients, which set forth the scope of Propel's discretion, prior to assuming discretion in managing its Clients' assets.

Where the firm has proxy voting authority, Propel will determine how to vote proxies based on our reasonable judgment of the vote most likely to produce favorable financial results for Clients. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer's board of directors and management, and maintain or increase the rights of shareholders. Generally, proxy votes will be cast against proposals having the opposite effect. However, Propel will consider both sides of each proxy issue. Conflicts of interest between Clients and our firm, or a principal of our firm, regarding certain proxy issues could arise. If Propel determines that a material conflict of interest exists, we will take the necessary steps to resolve the conflict before voting the proxies. For example, we may disclose the existence and nature of the conflict to Clients, and seek direction from Clients as to how to vote on a particular issue; we may abstain from voting, particularly if there are conflicting interests for Clients (for example, where a Client's account(s) hold different securities in a competitive merger situation); or, we will take other necessary steps designed to ensure that a decision to vote is in the Client's best interest and was not the product of the conflict. We keep certain records required by applicable law in connection with our proxy voting activities. You may obtain information on how we voted proxies and/or obtain a full copy of our proxy voting policies and procedures by making a written or oral request to our firm.

Propel is not required to include a balance sheet because it does not require or solicit the payment of fees six months or more in advance. Propel also has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients nor has it been the subject of a bankruptcy proceeding.