Smead Capital Management Inc

Item 5 – Fees and Compensation

    A. In the event the Client determines to engage SCM to provide investment management
       services, SCM shall charge an annual fee based upon a percentage of the market value
       of the assets being managed by SCM. The following fee schedules are negotiable.

       FEE SCHEDULES:

       All Managed Equity Accounts
       0.85% of the account’s market value

       SCM generally imposes a minimum portfolio value for its investment management
       services. SCM, in its sole discretion, may negotiate to waive its stated account
       minimum or charge a lesser management fee based upon certain criteria (i.e.,
       anticipated future earning capacity, anticipated future additional assets, dollar
       amount of assets to be managed, related accounts, account composition, pre-existing
       Client, account retention, pro bono activities, etc.).

       SCM provides portfolio management or Sub-Manager services for UMA wrap fee
       programs at negotiated rates. The fees may be the same or slightly lower than the fee
       charged on all managed equity accounts due to the level of portfolio management
       services provided. SCM provides a model delivery to these accounts for a portion of
       the wrap fee. There is no difference in how SCM manages these accounts from a
       portfolio management perspective.

    B. The Client management fee is generally deducted from the account by the custodian.
       Through the Discretionary Investment Advisory Agreement (the “Agreement”), the
       Client gives us authorization to instruct the custodian to deduct the agreed upon fee
       schedule from one or more of their accounts. The Client may request that we invoice
       them directly. SCM’s annual fee shall be prorated and charged quarterly, in advance,
       based upon the market value of the assets as valued by our internal portfolio
       accounting system (this may differ slightly from the custodial statement). SCM has
       written policies and procedures designed to accurately value client holdings and
       calculate fees in accordance with agreed-upon rates and methodologies.

    C. SCM’s annual fee is exclusive of, and in addition to, brokerage commissions,
       transaction fees, and other related costs and expenses which shall be incurred by the

2                                            Fear Stock Market Failure / www.smeadcap.com

       Client. However, SCM shall not receive any portion of these commissions, fees, and
       costs. Clients may incur certain charges imposed by the Financial Institution(s) and
       other third parties such as custodial fees, charges imposed directly by a mutual fund
       or exchange traded fund (“ETF”) in the account, which shall be disclosed in the fund’s
       prospectus (e.g., fund management fees and other fund expenses), deferred sales
       charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees,
       and other fees and taxes on brokerage accounts and securities transactions.
       Additionally, Clients may incur brokerage commissions, including commissions to
       third-party traders not affiliated with SCM, and transaction fees. Such charges, fees
       and commissions are exclusive of and in addition to SCM fee. SCM utilizes the
       brokerage and clearing services of a qualified custodian for investment management
       accounts. SCM will work with the custodian of the Client’s choice.

    D. All fees are paid in advance. For the initial quarter of investment management
       services, the first quarter’s fee shall be calculated on a pro rata basis. The Agreement
       between SCM and the Client will continue in effect until terminated by either party
       pursuant to the terms of the Agreement. SCM’s annual fee shall be prorated through
       the date of termination and any remaining balance shall be charged or refunded to
       the Client, as appropriate, in a timely manner.

       The Client may make additions to and withdrawals from the account at any time,
       subject to SCM’s right to terminate an account. If assets are deposited into or
       withdrawn from an account after the inception of a quarter, the fee payable with
       respect to such Assets will not be adjusted or prorated based on the number of days
       remaining in the quarter. Clients may withdraw account assets on notice to SCM,
       subject to the usual and customary securities settlement procedures. SCM designs its
       portfolios as long-term investments and assets withdrawn may impair the
       achievement of a Client's investment objectives.

       Additions may be in cash or securities provided that SCM reserves the right to
       liquidate any transferred securities, or decline to accept particular securities into a
       Client’s account. SCM may consult with its Clients about the options and ramifications
       of transferring securities. However, Clients are advised that when transferred
       securities are liquidated, they are subject to transaction fees, fees assessed at the
       mutual fund level (i.e. contingent deferred sales charge) and/or tax ramifications.

    E. None of SCM’s employees accepts compensation for the sale of securities or other
       investment products.

    F. SCM provides investment advisory services to the Smead Funds Trust (the “Trust”)
       which consists of the Smead Value Fund and the Smead International Value Fund.
       SCM receives investment advisory fees for its services typically paid monthly in
       arrears based on the average daily net assets of the Fund at annual rates described in
       the Smead Value Fund and Smead International Value Fund’s Prospectus and
       Statement of Additional Information. Similarly, SCM receives investment advisory
       fees for its services to the Smead US Value UCITS Fund, which fees accrue daily and
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Item 7 – Types of Clients

SCM generally provides portfolio management services to individuals, mutual funds for
advisors, family offices and institutions globally who invest with the firm through its mutual
funds, separate accounts, and other investment vehicles.

Important Information for Residents of Canada: SCM currently advises clients in Ontario,
Canada. Clients and prospective clients of SCM that are residents in Canada are advised that
SCM operates under the International Adviser Exemption in Canada pursuant to National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations (“NI 31-103”). Such clients should be aware that:

    •    SCM is not registered as an investment adviser in any Canadian province or territory to
         provide advice described in NI 31-103;
    •    SCM is not subject to the full regulatory requirements otherwise applicable under the
         securities legislation of any Canadian province or territory;
    •    SCM’s head office and principal place of business is located in the United States of
         America at 2502 East Camelback Road, Suite 210 in Phoenix, Arizona 85016;
    •    All or substantially all of SCM’s assets may be situated outside of Canada; and
    •    There may be difficulty enforcing legal rights against SCM because of the above.

Because SCM operates under exemptions from the investment adviser registration
requirements under applicable Canadian securities law, clients should be aware that SCM is
restricted from acting as an investment adviser in respect of securities of Canadian issuers.