Smead Funds Trust

November 21, 2014

Xxxxx Funds Trust

000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxxxxx 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 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 A Shares of the Fund (hereafter “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 $10,000 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 planned reorganization of the Fund, scheduled to be effective on November 21, 2014.

Sincerely,
Xxxxx Capital Management, Inc.
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		COO/CFO
Accepted and agreed to this
21st day of November, 2014.
Xxxxx Funds Trust
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Principal Financial Officer