January 11, 2022 Smead Funds Trust

January 11, 2022

Xxxxx Funds Trust

0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000

Xxxxxxx, XX 00000

Re: Subscription Agreement for Shares of

Xxxxx Funds Trust (the “Trust”)

Gentlemen:

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

The Trust hereby offers Xxxxx Capital and Xxxxx Capital hereby purchases Class I1 Shares of the Fund (hereinafter, the “Shares”).

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

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

Xxxxx Capital represents that the Shares are being purchased to allow Xxxxx Capital to approve certain actions that must be approved by the initial shareholder of the Fund. Xxxxx Capital intends to redeem the Shares prior to the commencement of the Fund, scheduled to be effective on January 12, 2022.

Sincerely,

Xxxxx Capital Management, Inc.

By:                                               

Name:

Title:

Accepted and agreed to this

11th day of January, 2022.

Xxxxx Funds Trust

By:                                               

Name: Xxxx Xxxxx

Title: President and Chief Financial Officer