Smead Funds Trust

November     , 2014

▇▇▇▇▇ Funds Trust

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Re: Subscription Agreement for Shares of

▇▇▇▇▇ Funds Trust (the “Trust”)

Gentlemen:

▇▇▇▇▇ Funds Trust (the “Trust”), a Delaware statutory trust, on behalf of the ▇▇▇▇▇ Value Fund (the “Fund”) and ▇▇▇▇▇ Capital Management, Inc. (“▇▇▇▇▇ Capital”) hereby agree as set forth below.

The Trust hereby offers ▇▇▇▇▇ Capital and ▇▇▇▇▇ Capital hereby purchases shares of the Class      Shares of the Fund (hereafter “Shares”).

▇▇▇▇▇ Capital hereby acknowledges receipt of a purchase confirmation reflecting the purchase of the Shares as described above.

The Trust hereby acknowledges receipt from ▇▇▇▇▇ Capital of funds in the amount of $10,000 in full payment for the Shares.

▇▇▇▇▇ Capital represents that the Shares are being purchased to allow ▇▇▇▇▇ Capital to approve certain actions that must be approved by the initial shareholder of the Fund. ▇▇▇▇▇ Capital intends to redeem the Shares prior to the planned reorganization of the Fund, scheduled to be effective on November 21, 2014.

Sincerely,

▇▇▇▇▇ Capital Management, Inc.

By:                                               

Name: ▇▇▇▇ ▇▇▇▇▇▇

Title: COO/CFO

Accepted and agreed to this

     day of November, 2014.

▇▇▇▇▇ Funds Trust

By:                                               

Name: ▇▇▇▇ ▇▇▇▇▇

Title: Principal Financial Officer